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(i) the Contracts is consistent with the applicable requirements of Article 8 of the Land Donation <br />Agreement, and contains a provision pursuant to which Assignor or Assignee shall have the right, <br />upon the occurrence of a Default to allow Assignee to rely on and use the work product produced <br />under the Contract, and (ii) Assignor shall deliver such notice to Contractor promptly upon <br />delivery of written notice from Assignee directing Assignor to give such notice. <br />9. Amendments. Assignor agrees not to amend, modify, terminate, assign, sell, <br />pledge or otherwise transfer or encumber in any manner Assignor's interest in and to or rights <br />ander the Contracts without the prior written consent of Assignee (which shall not be unreasonably <br />delayed, withheld, or conditioned), so long as this Assignment remains in effect. Assignor hereby <br />represents and warrants to the Assignee that the Contracts contains a provision consistent with the <br />requirements of Section 8.5 of the Land Donation Agreement regarding Assignee's approval of <br />certain change orders. <br />10. Continuing Effect. This Assignment shall create a continuing security interest in <br />and lien on the Contracts and shall remain in full force and effect until terminated in accordance <br />with the provisions of Section 13 of this Assignment. <br />11. Termination. If not sooner terminated by the written concurrence of the parties, <br />this Assignment shall terminate upon the satisfaction of the Obligations. Notwithstanding the <br />foregoing, any and all provisions herein relating to the indemnification of the Assignee shall <br />survive such termination. <br />12. Determinations by Assignee. Except to the extent expressly set forth in this <br />Assignment to the contrary, in any instance where the consent or approval of Assignee may be <br />given or is required, or where any determination, judgment or decision is to be rendered by <br />Assignee under this Assignment, the granting, withholding or denial of such consent or approval <br />and the rendering of such determination, judgment or decision shall be made or exercised for <br />consents and approvals required from the Assignee, in the reasonable discretion of the City <br />Manager, or by any person who shall have been designated in writing to the Assignor by the City <br />Manager, without farther approval by the City Council. Any such action shall be in writing. <br />13. Release; Indemnity; Assignment of Rights and Claims. <br />(a) Release. Assignor covenants and agrees that, in performing any of its rights <br />or duties under this Assignment, neither the Assignee and its council members, board members, <br />officers, representatives, agents, assigns or employees (collectively, the "Released Parties"), shall <br />be liable for any losses, claims, damages, liabilities and expenses that may be incurred by any of <br />them as a result of such performance, except to the extent such liability for any losses, claims, <br />damages, liabilities or expenses arises out of the willful misconduct or gross negligence of such <br />ply. <br />(b) Indemnity. Assignor hereby agrees to indemnify and hold harmless the <br />Released Parties from and against any and all losses, claims, damages, liabilities and expenses <br />including, without limitation, reasonable attorneys' fees and costs and disbursements, which may <br />be imposed or incurred by any of them in connection with this Assignment, except that no such <br />ATTY/AGR/2025.084/920 SHASTA AFFORDABLE HOUSING LAND DONATION AGREEMENT <br />REV: 10-16-25 VR <br />Exhibit F - 3 <br />