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 24 of 41 may involve preparation and consideration of input from interested organizations and individuals; that approval or disapproval of the Affordable Development following completion of the environmental review process is within the discretion of the City; and that the City makes no representation regarding the ability of the City to approve the Affordable Development at the conclusion of the environmental review process required by CEQA and NEPA, or regarding the imposition of any mitigation measures as conditions of any approval that may be granted. The Developer and Qualified Designee shall generally cooperate to complete any required environmental review. Nothing in this Agreement shall be construed to compel the City to approve or make any particular findings with respect to the environmental review documentation. The City will not be responsible for any direct and indirect costs associated with, or related to, the preparation of the required CEQA and NEPA documentation for the Affordable Development. The Developer will not be responsible for the payment of any City fees or costs associated with processing of the draft and final environmental review documents needed for the respective the project approvals for the Affordable Development. As of the Execution Date, and as described in Recital N, all environmental review in compliance with CEQA has been completed for the Affordable Development in connection with the Affordable Development Project Approvals. ARTICLE 5. TRANSFERS Section 5.1 Transfers. As used in this Article, the term “Transfer” means: (a) Any total or partial sale, assignment or conveyance, or any trust or power, or any transfer in any other mode or form, of or with respect to this Agreement or the fee interest in the Affordable Site or fee estate in the improvements or any part thereof or any interest therein, of the improvements constructed thereon; (b) Any total or partial sale, assignment or conveyance, any trust or power, or any transfer in any other mode or form, of or with respect to any interests in Developer; (c) Any total or partial sale, assignment or conveyance, any trust or power, or any transfer in any other mode or form, of or with respect to the membership interests in Qualified Designee or any partner or member of Qualified Designee or any contract to any of the same, including without limitation, any transfer or sale of any interest in Qualified Designee for financing purposes unless approved by the City as part of the approved Financing Plan; (d) Any merger, consolidation, sale, lease, assignment or conveyance of all or substantially all of the assets of Qualified Designee; (e) Any action that results in the change, removal, replacement or otherwise of the Developer; or (f) Any action that results in the change, removal, replacement or otherwise of the Qualified Designee. Section 5.2 Purpose of Restriction. This Agreement is entered into with the Developer and the Qualified Designee solely for the purpose of facilitating the transfer of the Affordable Site, and its subsequent use in accordance with the terms of this Agreement, and not for speculation in