CITY COUNCIL REGULAR MEETING AGENDA PACKET 9-1-26

20 The costs incurred by City in connection with the Periodic Review process described herein shall be the responsibility of the Developer. Section 7.5 California Law. This Agreement shall be construed and enforced in accordance with California Law. Section 7.6 Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the parties. Section 7.7 Covenants Running with the Land. All of the provisions contained in this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and assigns, representatives, and all other persons acquiring all or a portion of the Project Site, or any interest therein, whether by operation of law or in any manner whatsoever, including, without limitation, purchasers or ground lessees thereof. All of the provisions contained in this Agreement shall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to California law including, without limitation, California Civil Code Section 1468. Section 7.8 Assignment of Interests, Rights and Obligations. Because of the necessity to coordinate development of the entirety of the Project Site pursuant to the Project Approvals and plans for the Project, particularly with respect to the provision of public benefits as provided in Article 3, certain restrictions on the right of Developer to assign or transfer its interest under this Agreement with respect to the Project Site, or any portion thereof, are necessary in order to assure the achievement of the goals, objectives and public benefits of the Project and this Agreement. Developer agrees to and accepts the restrictions set forth in this Section 7.8 as reasonable and as a material inducement to City to enter into this Agreement. The Project Site, as well as the rights and obligations of Developer under this Agreement, may not be transferred or assigned, in whole or in part, by Developer to a successor in interest, assignee, or transferee (collectively, “Transferee”), without City’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. No such assignment or transfer shall be valid until and unless the following occur: a. Developer, or any successor Transferor, gives thirty (30) days’ prior written notice to City of its intention to assign or transfer any of its interests, rights or obligations under this Agreement with respect to all or a portion of the Project Site, and a disclosure of the identity of the Transferee, including copies of the articles of incorporation in the case of corporations and the names of individual partners in the case of partnerships. Any failure by Developer or any successor Transferor to provide the notice shall be curable in accordance with the provisions in Section 7.3 above. Any such notice of proposed assignment or transfer shall include reasonable evidence of the proposed assignee’s experience as a reputable developer of projects of similar size and complexity as the portion of the Project being transferred and the proposed assignee has the financial resources to meet its obligations under the proposed assignment. If the City Manager does not take action on this request within this 30-day period, the request shall be deemed denied and Developer shall have the right to appeal this denial to the City Council, based on the evidence previously submitted (and any other evidence Developer elects to provide or that is requested by the City), with such appeal being heard at the next available City Council meeting where proper notice can be given. If the City Page 177 of 344