CITY COUNCIL REGULAR MEETING AGENDA PACKET 9-1-26

19 of this Agreement, including, but not limited to, specific performance of Developer’s payment obligations set forth in Section 3.2, is the proper and desirable remedy. Section 7.3 Defaults. Any failure by either Party to perform any term or provision of this Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other Party (unless such period is extended by mutual written consent), shall constitute a default under this Agreement. Any notice given pursuant to the preceding sentence (“Default Notice”) shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. If the nature of the alleged failure is such that it cannot reasonably be cured within such 30-day period, then the commencement of the cure within such time period, and the diligent prosecution to completion of the cure thereafter, shall be deemed to be a cure within such 30- day period. Upon the occurrence of a default under this Agreement, the non-defaulting Party may institute legal proceedings to enforce the terms of this Agreement or, in the event of a material default, terminate this Agreement. If the default is cured, then no default shall exist and the noticing Party shall take no further action. In the event City or Developer defaults under the terms of this Agreement, the non-defaulting party shall have all rights and remedies provided under law. No default hereunder shall render invalid the lien of any deed of trust, Mortgage or security interest in or upon the Project Site or any improvements or fixtures at any time located thereon. Notwithstanding anything to the contrary in the foregoing, if more than one Developer has obtained rights and assumed obligations hereunder as a result of an Assignment pursuant to Section 7.8 below, then provisions under this Section 7.3 shall apply only to the extent those rights and obligations so assumed by a Developer are implicated with respect to a default hereunder. Section 7.4 Periodic Review. a. Conducting the Periodic Review. Throughout the Term of this Agreement, at least once every twelve (12) months following the Effective Date, City shall review the extent of good-faith compliance by Developer with the terms of this Agreement. This review (the “Periodic Review”) shall be conducted by the Director of Community and Economic Development or his/her designee and shall be limited in scope to compliance with the terms of this Agreement pursuant to California Government Code § 65865.1. b. Good Faith Compliance. During the Periodic Review, the Director of Community and Economic Development shall review Developer’s good-faith compliance with the terms of this Agreement. At the conclusion of the Periodic Review, if the Director of Community and Economic Development finds, based on substantial evidence in the record, that Developer has not complied in good faith with the terms and conditions of this Agreement, the Director shall notify Developer in writing of the City’s findings. Developer shall have ten (10) business days from the date of the City’s notice to respond to City’s evaluation of Developer’s performance. Within ten (10) business days of receipt of the Developer’s response, the Director of Community Development shall provide a written determination, based on findings, as to whether Developer has complied in good faith with the terms and conditions of this Agreement. The decision of the Director of Community and Economic Development shall be appealable to the City Council by Developer. If the Director of Community and Economic Development finds and determines that Developer has not complied with such terms and conditions, the Director of Community and Economic Development may recommend to the City Council that it terminate or modify this Agreement by giving notice of its intention to do so, in the manner set forth in California Government Code § 65867 and § 65868, although the City Council shall be the final decision maker in this regard subject to Developer’s ability to challenge this decision in court. Page 176 of 344