Agmt25 El Camino Real Holding JV LLC, - 920 Shasta

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ATTY/AGR/2025.084/920 SHASTA AFFORDABLE HOUSING LAND DONATION AGREEMENT REV: 10-16-25 VR Exhibit F - 3 (i) the Contracts is consistent with the applicable requirements of Article 8 of the Land Donation Agreement, and contains a provision pursuant to which Assignor or Assignee shall have the right, upon the occurrence of a Default to allow Assignee to rely on and use the work product produced under the Contract, and (ii) Assignor shall deliver such notice to Contractor promptly upon delivery of written notice from Assignee directing Assignor to give such notice. 9. Amendments. Assignor agrees not to amend, modify, terminate, assign, sell, pledge or otherwise transfer or encumber in any manner Assignor’s interest in and to or rights under the Contracts without the prior written consent of Assignee (which shall not be unreasonably delayed, withheld, or conditioned), so long as this Assignment remains in effect. Assignor hereby represents and warrants to the Assignee that the Contracts contains a provision consistent with the requirements of Section 8.5 of the Land Donation Agreement regarding Assignee’s approval of certain change orders. 10. Continuing Effect. This Assignment shall create a continuing security interest in and lien on the Contracts and shall remain in full force and effect until terminated in accordance with the provisions of Section 13 of this Assignment. 11. Termination. If not sooner terminated by the written concurrence of the parties, this Assignment shall terminate upon the satisfaction of the Obligations. Notwithstanding the foregoing, any and all provisions herein relating to the indemnification of the Assignee shall survive such termination. 12. Determinations by Assignee. Except to the extent expressly set forth in this Assignment to the contrary, in any instance where the consent or approval of Assignee may be given or is required, or where any determination, judgment or decision is to be rendered by Assignee under this Assignment, the granting, withholding or denial of such consent or approval and the rendering of such determination, judgment or decision shall be made or exercised for consents and approvals required from the Assignee, in the reasonable discretion of the City Manager, or by any person who shall have been designated in writing to the Assignor by the City Manager, without further approval by the City Council. Any such action shall be in writing. 13. Release; Indemnity; Assignment of Rights and Claims. (a) Release. Assignor covenants and agrees that, in performing any of its rights or duties under this Assignment, neither the Assignee and its council members, board members, officers, representatives, agents, assigns or employees (collectively, the “Released Parties”), shall be liable for any losses, claims, damages, liabilities and expenses that may be incurred by any of them as a result of such performance, except to the extent such liability for any losses, claims, damages, liabilities or expenses arises out of the willful misconduct or gross negligence of such party. (b) Indemnity. Assignor hereby agrees to indemnify and hold harmless the Released Parties from and against any and all losses, claims, damages, liabilities and expenses including, without limitation, reasonable attorneys’ fees and costs and disbursements, which may be imposed or incurred by any of them in connection with this Assignment, except that no such