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 Page 19 of 41 Developer, which approval shall not be unreasonably withheld, and no party shall be obligated to enter into any of the Effectuating Agreements or to proceed with the transactions contemplated herein unless such agreement has been approved by the City, Qualified Designee, and to the extent the Developer is a party thereto, the Developer. Section 3.8 Close of Escrow. (a) Upon Close of Escrow, the Title Company shall record, in the following order, the Grant Deed, the Irrevocable Offer to Dedicate, the Affordable Housing Restrictive Covenant, and the Deed of Trust against the Affordable Site. The Close of Escrow for the Affordable Site shall occur no later than the issuance of the first Vertical Building Permit for the 901 El Camino Real Project, and only in the event that all conditions precedent applicable to conveyance of the Affordable Site set forth in this Article 3 have been satisfied, or waived in writing by the City, prior to or concurrently with, and as conditions of, the Close of Escrow: (1) The Developer shall provide the City with copies of the Developer’s organizational documents, a certified copy of the Developer’s authorizing resolution, approving the Land Donation and the Developer’s execution of the Effectuating Agreements. (2) The Qualified Designee shall provide the City with copies of the Qualified Designee’s organizational documents, a certified copy of the Qualified Designee’s authorizing resolution, approving the Land Donation and the Qualified Designee ‘s execution of the Effectuating Agreements. (3) The Qualified Designee shall have executed and delivered to the City or the Title Company the Effectuating Agreements, and any other documents and instruments required to be executed and delivered, all in form and substance satisfactory to the City. (4) The Qualified Designee shall have furnished the City with evidence of the insurance coverage meeting the general insurance requirements set forth in Section 8.7. (5) The City and Qualified Designee have approved Title as required under Section 3.4 above. (6) Any necessary updates to the Financing Proposal have been approved (or deemed approved) by the City. (7) There shall exist no condition, event or act which would constitute a material breach or default by Developer, Developer or the Qualified Designee under this Agreement, or any other document or which, upon the giving of notice or the passage of time, or both, would constitute such a breach or default. (8) All representations and warranties of the Qualified Designee contained in this Agreement shall be true and correct in all material respects as of the Close of Escrow. (9) All representations and warranties of the Developer contained in this Agreement shall be true and correct in all material respects as of the Close of Escrow.