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May 25, 2010 -Execution Copy substantially affect, as determined by the Community Development Director, in his/her sole discretion, the following (or those changes that are similar in nature to the ones listed): (a) the term of this Agreement; (b) the permitted uses of the Project Site; (c) provisions for reservation or dedication of land; (d) the location and maintenance of on site and off site improvements; (e) the density or intensity of use of the Project; (f) the maximum height or size of proposed buildings; (g) monetary payments by Developer; (h) material amendments to the Project Approvals; and (i) changes that would affect either Parties' ability to perform under this Agreement. If a Substantive Amendment is required, the City, in its reasonable discretion, may withhold or suspend any Subsequent Approval affected by or relating to the proposed Substantive Amendment until the approval of the Substantive Amendment is final. (b) Minor Amendment. Any amendment of this Agreement which does not constitute a Substantive Amendment, shall not, except to the extent otherwise required by law, require notice or public hearing before the parties may execute an amendment hereto. (c) Suspension by City. The City may suspend this Agreement or a portion thereof, if it finds, in its reasonable and sole discretion, that suspension is necessary or desirable to protect persons or property from a condition which could create a serious risk to the health, safety or welfare of the general public or residents or employees who are occupying or will occupy the Project Site. ARTICLE 8. ASSIGNMENT, TRANSFER AND NOTICE Section 8.01. Assignment of Interests, Rights and Obli atg ions. Developer may transfer and assign all or any portion of its interests, rights or obligations under this Agreement, the Project Approvals or Subsequent Approvals to third parties acquiring an interest or estate in the Project Site or any portion thereof including, without limitation, purchasers or ground lessees of lots, parcels or facilities subject to the terms of this Article 8. Section 8.02. Assignment Agreements. (a) Any sale, transfer or conveyance of the Project Site, or portion thereof, shall comply with the state Subdivision Map Act and City Subdivision Ordinance. Developer shall provide forty-five (45) days written notice to City prior to the effective date of any sale, transfer or assignment of its interest in all or any portion of the Project Site ("Transfer"). Developer shall remain fully liable for all obligations and requirements under this Agreement after the effective date of the Transfer unless Developer satisfies all the following conditions prior to the effective date of the Transfer: (1) Developer and transferee executes and delivers to City an Assignment and Assumption Agreement in the form set forth in Exhibit D to this Agreement Page 23 of 36 1424669.1 Kaiser Medical Center and Retail Project Development Agreement