RDA Agmt 2001 Batarse Family Trust UTA

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of compliance with or satisfaction of any obligation of Developer to any holder of a deed of trust securing money loaned to finance the Improvements or any part thereof and shall not be deemed a notice of completion under the California Civil Code. 4.11 Construction Bonds. Prior to the commencement of construction of the Improvements, the Developer shall deliver to the Agency copies of any labor and material bonds, and performance bonds which may be required by Developer's lenders, which bonds shall be issued by a reputable insurance company licensed to do business in California. Such bonds shall name the Agency as co-obligee. 4.12 Prevailing Wages. Developer shall fully comply with the provisions of Labor Code Section 1771 with regard to payment of not less than the general prevailing rate of per diem wages for construction of the Improvements. Article Five: CHANGES IN DEVELOPER 5.01 Identity of Developer. The Developer is a revocable living trust. 5.02 Changes Only Pursuant To This Agreement. The qualifications, experience and expertise of Developer are 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. 5.03 Prohibition Against Transfer of the Properties and Assignment of Agreement. Prior to the issuance by the Agency of a Certificate of Completion for the Improvements, 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 Properties or the buildings, structures, or Improvements thereon or this Agreement without the prior written approval of the Agency; except for a transfer to a settlor or beneficiary of the Developer, or to an entity principally controlled by the Developer. The Agency's approval shall not be unreasonably withheld, provided that the proposed transferee has the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Agency to fulfill Developer's obligations under this Agreement. The Agency's approval may be given by the Executive Director unless the Executive Director refers the matter to the Agency Board of Directors. This prohibition shall not apply after a Certificate of Completion has been issued. This prohibition shall not be deemed to prevent the granting of temporary easements or permits to facilitate development orthe dedication of the Properties required pursuant to this Agreement. Disposition and Development Agreement (Automall) Page 15 of 29