RecDoc 2026-002924 Development Agreement 901 El Camino Real

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Section 9.7 Defense of Agreement. City, at Developer's expense, shall take all actions that are necessary or advisable to upheld the validity and enforceability of this Agreement. If this Agreement is adjudicated or determined to be invalid or unenforceable, City agrees, subject to all legal requirements, to consider modifications to this Agreement to rencler it valid and enforceable to the extent permitted by the Applicable City Regulations and State or Federal law. ARTICLE 10. ASSIGNMENT, TRANSFER AND NOTICE Section 10.1 Transfers and Assignments. Except as otherwise provided in the Partial Assignment and Assumption Agreement referred herein and attached as Exhibit G, Developer shall have the right to sell, assign, or transfer ("Transfer") in whole or in part its rights, duties, and obligations under this Agreement without the consent of City; provided, however, in no event shall the rights, duties, and obligations conferred or imposed upon Developer pursuant to this Agreement be at any time so transferred except through a transfer of the Property and all such Transfers shall be made in accordance with the requirements of this Section 10.1. In the event of a transfer of a portion of the Property, Developer shall have the right to Transfer its rights, duties, and obligations under this Agreement that are applicable to the transferred portion, and retain all rights, duties, and obligations applicable to the retained portions of the Property. A. Upon Developer's request, City, at Developer's expense, shall cooperate with Developer and any proposed transferee to allocate rights, duties, and obligations under the Project Approvals and this Agreement between the transferred Property and the retained Property; provided, however, in no event shall Developer Transfer its obligations under Article 2 (Community Benefits) to any third party acquiring less than ninety percent (90%) of the acreage of the Property. B. Developer shall notify City in writing of any proposed Transfer at least thirty (30) days prior to completing such Transfer. At least twenty-one (21) clays prior to the effective date of the Transfer, Developer shall deliver to City a draft of the proposed written assignment and assumption agreement in which the transferee expressly agrees to assume the rights and obligations of Developer under this Agreement being transferred. The assignment and assumption agreement shall be in substantially the same form attached hereto as Exhibit E. No later than ten (10) business days after the date the Transfer becomes effective, Developer shall deliver to City a conformed copy of the fully executed and recorded assignment and assumption agreement. Section 10.2 Release upon Transfer. Upon the Transfer of Developer's rights and interests under this Agreement pursuant to this Article 10, Developer shall automatically be released frorn its obligations and liabilities under this Agreement with respect to that portion of the Property transferred, and any subsequent default or breach with respect to the transferred rights and/or obligations shall not constitute a default or breach with respect to the retained rights and/or obligations under this Agreement, provided that Developer has provided to City written Notice of such Transfer, and the transferee executes and delivers to City a written agreement in accordance with Section 10.1 above. Upon any Transfer of any portion of the Property and the express assumption of Developer's obligations under this Agreement by such transferee, City agrees to look solely to the transferee for compliance by such transferee with the provisions of this Agreement as such provisions relate to the portion of the Property acquired by such transferee. A ATTY/AGR/2025.085— 901 EL CAMINO REAL DA - REV: 08-01-25 VR Page 36 of 48