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 28 of 41 (b) Qualified Designee Defaults. The following events each constitute a Qualified Designee event of default and a basis for the City to take action only against the Qualified Designee or the Qualified Designee’s Affiliated Company: (1) Qualified Designee breaches any material provision of this Agreement; (2) Qualified Designee fails to exercise good faith and diligent efforts to satisfy, within the time and in the manner set forth in Article 3, one or more of the conditions precedent to the Developer’s obligation to convey the Affordable Site to the Qualified Designee; or (3) Qualified Designee refuses to accept conveyance from the Developer without cause within the time periods and under the terms set forth in Article 3. (4) A Qualified Designee Transfer occurs, either voluntarily or involuntarily, in violation of this Agreement. (5) Any Qualified Designee representation or warranty contained in this Agreement or in any application, financial statement, certificate or report submitted to the City in connection with this Agreement proves to have been incorrect in any material and adverse respect when made. (c) City Defaults. The following events each constitute a City event of default and a basis for the Developer or Qualified Designee to take action against the City: (1) The City breaches any material provision of this Agreement. Section 6.2 Remedies. (a) City Remedies. Failure of the Developer or Qualified Designee to cure any default in the Developer’s or Qualified Designee’s obligations under the terms of this Agreement, the applicable conditions of approval, or the Ordinance within thirty (30) days after the delivery of a notice of default from the City and a failure to cure such default will constitute a default under this Agreement; provided however that if Developer or Qualified Designee commences cure within such thirty (30) period and demonstrates progress towards such cure, Developer or Qualified Designee shall have ninety (90) additional days or such longer period of time to effectuate such cure as determined by the City. A cure by Developer of any default by Qualified Designee shall be deemed a cure by Qualified Designee, and a cure by Qualified Designee of any default by Developer shall be deemed a cure by Developer. In addition to remedies for breach of this Agreement, the City may exercise any and all remedies available to it, including but not limited to: (1) Withholding, conditioning, suspending or revoking any permit, license, or other entitlement for the Affordable Development or the 901 El Camino Real Project Approvals, including without limitation final inspections for occupancy and/or certificates of occupancy, in accordance with the requirements of the City’s Municipal and Zoning Code, it being understood that nothing herein is intended to limit the City’s rights to exercise its police powers