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9.11. Conflicts of Interest. No member, official or employee of the City shall <br />have any personal interest, direct or indirect, in this Agreement, nor shall any such member, <br />official or employee participate in any decision relating to this Agreement which affects <br />his/her personal interests or the interests of any corporation, partnership or association in <br />which he/she has a direct or indirect financial interest. The Developer warrants that it <br />neither has paid nor given, nor will pay or give, any third party any money or other <br />consideration for obtaining this Agreement. <br />9.12. Nonliability of City Officials and Employees. No member, official or <br />employee of the City shall be personally liable to the Developer in the event of any default <br />or breach by the City or for any amount that may become due to Developer or on any <br />obligations under the terms of this Agreement. <br />9.13. Transfers. Developer expressly acknowledges and agrees that the City has <br />only agreed to assist the Developer as a means by which to induce the <br />acquisition/construction/development of the Property. During the Term of Agreement, <br />except for a Permitted Transfer or except as otherwise permitted under the Loan <br />Documents, Developer shall not sell or otherwise transfer the Project or any portion <br />thereof, and none of the constituent general partners of Developer shall sell or otherwise <br />transfer their interests in Developer, and none of the constituent general partners in a <br />partnership that is a general partner in Developer shall sell or otherwise transfer their <br />interest in such partnership without first obtaining the approval of the City, which consent <br />the City may withhold or grant in the exercise of its reasonable and good faith discretion. <br />The City shall not approve any such transfer request if the Developer is in default under <br />any of the Loan Documents or the Management Plan. For purposes hereof, "Permitted <br />Transfer" shall mean: <br />(a) The granting of easements or licenses to any appropriate <br />governmental agency or utility or permits to facilitate the development and/or operation of <br />the Property; <br />(b) A sale or transfer in connection with a foreclosure or deed in lieu of <br />foreclosure of any senior deed of trust so long as the City is given notice as provided in <br />Section 21.2 in order to exercise its remedies under Section 20.2; <br />(e) The lease of any individual residential unit in the Project; <br />(d) (i) A transfer of the Developer's interest in the Property by <br />foreclosure or deed in lieu of foreclosure to any bona fide third -party lender holding a lien <br />encumbering the Property (or its nominee); and, (ii) following a foreclosure or a transfer <br />of the Property by deed in lieu thereof, the first subsequent transfer to a third -party; <br />(e) A transfer of limited partnership interests in Developer; <br />(f) Transfer of the Property pursuant to the terms of a purchase option <br />or right of first refusal executed in connection with Developer's amended and restated <br />agreement of limited partnership; and <br />22 <br />The Crossroads at Washington <br />City NSP Loan Agreement <br />