Laserfiche WebLink
EXHIBIT 1 <br />upon City's and Developer's consent) indemnify and hold harmless City and its respective officers, <br />officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from <br />and against any loss, liability, claim, or judgment arising from any act or omission of Developer <br />in connection with its obligations under this Agreement, except to the extent caused by the active <br />negligence or willful misconduct of Indemnitees. <br />8. ASSIGNMENT: COVENANTS RUN WITH THE LAND <br />8.1 Assignment by Developer. <br />8.1.1 Prohibited Transfers or Asslehments. Except as authorized in Section 8.1.2 <br />below, Developer shall not sell, transfer, or assign the Property or Project in whole or in part, or <br />transfer or assign Developer's rights and obligations in this Agreement, without City's prior written <br />approval, which shall not be unreasonably withheld. Except for Permitted Transfers set forth in <br />Section 8.1.2 below, Developer shall: (i) notify City in writing of the sale, transfer, or assignment <br />of all or any portion of the Property, and (ii) deliver to City an assignment and assumption <br />agreement (or other agreement) in a form approved by City and executed by Developer and its <br />transferee/assignee pursuant to which Developer's transferee/assignee assumes all of Developer's <br />covenants and obligations set forth herein with respect to the Property or the portion thereof so <br />transferred. Any request for transfer or assignment of the Agreement by Developer shall require <br />the payment of fees or a deposit to compensate the City for approximate expenses incurred by <br />Developer to City, as applicable, for the City's review of the request. <br />8.1.2 'Sale of Property/Chruf0e of Use: Owner agrees and declares that the <br />Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, <br />occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this <br />Agreement, all of which are for the purpose of enhancing and protecting the value and <br />attractiveness of the Property and the Project. All of the obligations set forth or incorporated in <br />this Agreement shall constitute covenants which run with the land and shall be binding on Owner <br />and its successors and assigns, and all parties having or acquiring any right, title or interest in, or <br />to any part of the Property or Project. Owner further understands and agrees that the Density <br />Bonus permit approvals received for this Project have been made on the condition that Owner and <br />all subsequent owners, or other successors and assigns of the Property and/or Project lease and <br />rent the Units in accordance with the terms and conditions stipulated in Sections 4, 5 and 6 of this <br />Agreement for a term of 55 consecutive years commencing upon the date that the Project is first <br />occupied. <br />8.1.3 Subsequent Assignment. As used in this Agreement, the term "Developer" <br />shall be deemed to include any such transferee or assignee after the date such sale, transfer, or <br />assignment occurs in compliance with this Agreement. <br />8.1.4 Unperinitted Assignments Void. Any sale, transfer, or assignment made in <br />violation of this Agreement shall be null and void, and City shall have the right to pursue any right <br />or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, <br />transfers, or assignments. <br />16 <br />60A-22 <br />