RecDoc 2026-002924 Development Agreement 901 El Camino Real

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(a) The transfer of this Agreement to an Affiliated Company of the Qualified Designee, subject to written documentation of Affiliated Company's relationship to Qualified Designee. (b) Admission of new or additional equity partners or creation of joint ventures, partnerships (including limited partnerships), or other entities by Qualified Designee consistent with the requirements of a "qualifying designee" as defined in the Affordable Housing Program Guidelines; (c) Assignment and assumption of all of Qualified Designee's rights, duties and obligations under this Agreement to another affordable housing developer, in a written agreement in substantially the same form as Exhibit E, subject to the approval by the City Manager or designee that the assignee meets the requirements of a "qualifying designee" as defined in the Affordable Housing Guidelines; (d) Any Transfer creating a security financing interest on the Affordable Site as part of the approved Financing Plan; (e) Any Transfer of the Affordable Site directly resulting from the foreclosure of a security financing interest or the granting of a deed in lieu of foreclosure of a security financing interest. Section 5.5 Effectuation of Permitted Transfers. (a) No Transfer of this Agreement permitted pursuant to Section 5.4 (a) or (c) above shall be effective unless, at the time of the Transfer, the person or entity to which such Transfer is made, by an instrument in writing prepared by the City and in form recordable among the land records, shall expressly assume the obligations of Qualified Designee under this Agreement and the Effectuating Agreements, and agree to be subject to the conditions and restrictions to which Qualified Designee is subject arising during this Agreement, to the fullest extent that such obligations are applicable to the particular portion of or interest conveyed in such Transfer. (b) In the absence of specific written agreement by the City, no such Transfer, assignment or approval by the City shall be deemed to relieve Qualified Designee or any other party from any obligations under this Agreement; provided however, upon a Transfer to an Affiliated Company of Qualified Designee pursuant to Section 5.4(a) above, Qualified Designee shall be released from all obligations and liability accruing pursuant to this Agreement to the Affiliated Company. Section 5.6 Other Transfers. (a) Any Transfers not permitted pursuant to Section 5.4, or other provisions of this Agreement shall require the prior written consent by the City. At least sixty (60) days prior to the proposed effective date of the Transfer, the Developer or Qualified Designee shall deliver to the City a notice of the intended Transfer (the "Transfer Notice"). The Transfer Notice must clearly detail, consistent with this Agreement, which obligations therein are being transferred and ATTY/AGR/2025.084/920 SHASTA AFFORDABLE HOUSING LAND DONATION AGREEMENT REV: 10-16-25 VR Page 26 of 41