RecDoc 2026-002924 Development Agreement 901 El Camino Real

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party will be indemnified for any losses, claims, damages, liabilities or expenses arising out of the willful misconduct or gross negligence of such party. (c) Assignment of Rights and Claims against Contractor. Assignor assigns to Assignee all rights and claims Assignor may have against Contractor in connection with the Contracts; provided, however, that Assignee may not pursue any such right or claim unless a Default shall have occurred under the Land Donation Agreement. 14. Governing Law. This Assignment shall be governed by and enforced in accordance with the laws of California, without giving effect to the choice of law principles that would require the application of the laws of a jurisdiction other than California. 15. Consent to Jurisdiction and Venue. Assignor agrees that any controversy arising tinder or in relation to this Assignment shall be litigated exclusively in the State of California. The state and federal courts and authorities with jurisdiction in the State of California shall have exclusive jurisdiction over all controversies which shall arise under or in relation to this Assignment. Assignor irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. However, nothing herein is intended to limit the Assignee's right to bring any suit, action or proceeding relating to matters arising tinder this Assignment against Assignor or any of Assignor's assets in any court of any other jurisdiction. 16. Successors and Assigns. This Assignment shall be binding upon Assignor and its heirs, legal representatives, successors, successors -in -interest and assigns, as appropriate, and shall inure to the benefit of the Assignee and its respective successors, successors -in -interest and assigns. The terms used to designate any of the parties herein shall be deemed to include the heirs, legal representatives, successors, successors -in -interest and assigns, as appropriate, of such parties. References to a "person" or "persons" shall be deemed to include individuals and entities. Assignor acknowledges and agrees that the Assignee, at its option, may assign its rights and interests under this Assignment in whole or in part and upon such assignment all the terms and provisions of this Assignment shall inure to the benefit of such assignee to the extent so assigned. Except as may otherwise be permitted pursuant to the Land Donation Agreement, the Affordable Housing Restrictive Covenants Agreement, and the Irrevocable Offer to Dedicate, Assignor may not assign or delegate its rights, interests or obligations under this Assignment without first obtaining Assignee' prior written consent, such consent not to be unreasonably withheld. 17. Severability'. The invalidity, illegality or tmenforceability of any provision of this Assignment shall not affect the validity, legality or enforceability of any other provision, and all other provisions shall remain in full force and effect. 18. Expenses. Assignor shall pay to the Assignee, upon demand, the amount of any and all expenses, including, without limitation, reasonable attorney's fees (including reasonable time charges of attorneys who may be employees of the Assignee), which the Assignee may incur in connection with (a) the custody, preservation or sale of, collection from, or other realization upon any of the interests assigned or encumbered by this Assignment, (b) the exercise or enforcement of any of its rights hereunder, (c) the failure by Assignor to perform or observe any ATTY/AGR/2025.084/920 SHASTA AFFORDABLE HOUSING LAND DONATION AGREEMENT REV: 10-16-25 VR Exhibit F - 4