RDA Agmt 2004 1040 Davis Partnership LLC

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4.01 Identity of Developer . The Developer is 1040 Davis Partnership LLC, a Limited Liability Company, with its offices located at 2081 Adams Avenue, San Leandro, California, 94577. 1040 Davis Partnership's Articles of Organization are included as Exhibit D to this Agreement, and the Partnership Agreement is included as Exhibit E. 4,02 Changes Only Pursuant To This Agreement. The qualifications, experience and expertise of Developer is of particular concern to the Agency. It is because of these qualifications, experience and expertise that the Agency has entered into this Agreement. No voluntary or involuntary successor in interest to Developer shall acquire any rights or powers under this Agreement, except as hereinafter provided. No changes in the officers of Developer as shown in Exhibit D shall be effective without Agency consent, which shall not be unreasonably withheld. 4,03 Prohibition Against Transfer of Property and Assignment of Agreement. The Developer shall not voluntarily or involuntarily make or attempt any total or partial sale, transfer, conveyance, assignment or lease ("Transfer") of the whole or any part of the Property or the buildings or structures thereon or this Agreement without the prior written approval of the Agency, unless such transfer is made to a partnership in which one of the members of the 1040 Davis Partnership LLC is the managing general partner or to a corporation or limited liability corporation in which Developer is the majority shareholder. The Agency's approval may be given by the Executive Director unless the Executive Director, in his or her discretion, refers the matter of approval to the Agency Board. This prohibition shall not be deemed to prevent the granting of temporary easements or permits to facilitate development required pursuant to this Agreement. If the Developer proposes a Transfer of the Property or a portion thereof, the proposed transferee shall have the qualifications and financial resources necessary and adequate as may be reasonably determined by the Agency to fulfill the obligations undertaken in this Agreement by the Developer. Any transferee, by instrument in writing satisfactory to the Agency and in form recordable among the land records, for itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of the obligations of the Developer under this Agreement relating to the Property and agree to be subject to all the conditions and restrictions to which the Developer is subject. There shall be submitted to the Agency for review all instruments and other legal documents proposed to effect any such Transfer; and if approved by the Agency its approval shall be indicated to the Developer in writing. In the absence of specific written agreement by the Agency, no Transfer by Developer shall be deemed to relieve the Developer or any other Party from any obligations under this Agreement. This Section remains in effect for ten (10) years from the date of issuance of the Certificate of Completion. Article Five: GENERAL REMEDIES DURING DEVELOPMENT 5.01 Scope of Remedies. Disposition and Development Page 8 Agreement - 1040 Davis Street May 14, 2004 FINAL