RecDoc 2026-002924 Development Agreement 901 El Camino Real

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extent permitted by law the City, its boards and commissions, officers, officials, employees and agents from and against any and all actual and alleged claims, losses, damages, injuries, liabilities, costs (including attorney's fees), suits or other expenses which arise out of, or which are in any way related to relocation obligations to residential tenants, homeowners or businesses permanently or temporarily displaced from the donated property. C. Partial Assignment and Assumption of Development Agreement. Notwithstanding any assignment and/or transfer rights provided in Article 10 below, the Parties acknowledge and agree that upon the transfer of the Affordable Site to the Affordable Housing Partner, which may include the assignment of any purchase and sale agreement for the purchase of the Affordable Site to the Affordable Housing Partner as noted in Section 2.2.E below, Developer shall partially assign and/or transfer its vested rights and obligations rendered under this Agreement as it relates solely to the Affordable Housing Project and Affordable Site to the Affordable Housing Partner, and that the City Manager is authorized to consent to said assignment and assumption in the manner provided for under this Agreement. The Developer and the Affordable Housing Partner shall enter into the Partial Assignment and Assumption Agreement in substantially the form set forth in Exhibit G, subject to minor modification by the City Attorney, with the final form subject to approval by the City Manager. The Partial Assignment and Assumption Agreement shall be executed and recorded concurrently with the transfer of the Affordable Site to the Affordable Housing Partner, or upon assignment of the purchase and sale agreement to the Affordable Housing Partner (as set forth in Section 2.2.E below). D. Substitution of Affordable Site and Affordable Housing Project. In the event the Developer loses its legal or equitable interest in the Affordable Site, and/or the transfer of the Affordable Site to the Affordable Housing Partner is otherwise no longer economically feasible, Developer may substitute the Affordable Site with another ;property that provides similar Community Benefits set forth in Section 2.2, including: providing at least ninety- nine (99) affordable units in such manner and subject to income requirements as set forth in the Affordable Housing Plan; meeting the relocation requirements as required by California Relocation Assistance Law if applicable; and, substantially meeting the requirements of the Affordable Housing Ordinance for land donations, in accordance with the procedure set forth below. 1. To request a substitution of the Affordable Site (hereinafter referred to as the "Substitute Site") and corresponding new Affordable Housing Project, the Developer shall submit a written request to the City Manager, which shall include a new proposed Affordable Housing Plan, a new Relocation Plan if applicable, and a description of how the Substitute Site project will meet the requirements of the Affordable Housing Ordinance and California Relocation Assistance Law. The request shall also include evidence of a pending application or issuance of development plans, entitlements and/or permits for the development of the Substitute Site in a manner consistent with the new Affordable Housing Plan, and evidence of the deposit of funds in an escrow account to cover the costs in implementing the Relocation Plan, if applicable. The City Manager shall thereafter forward the request for the Substitute Site to the City Council for review and approval at a public hearing. 2. The City Council may consider and approve a land donation of the Substitute Site if, at the sole and absolute discretion of the City Council, all of the following conditions are determined to be satisfied or waived by the City Council: (a) transfer of the A-TTY/AGR/2025.085 — 901 EL CAM INO REAL DA REV: 08-01-25 VR Page 10 of 48