Agenda - Council - 11/12/2013 - Laserfiche WebLink

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Developei's defense obligation under Section 13 1 above, the City must give the Formal Notice of any such matter in reasonable detail to the Developei ARTICLE 14 SUCCESSORS IN TITLE AND ASSIGNMENT 14 1 TRANSFERS OF TITLE AND ASSIGNMENT The Developer may not transfer title to all or any portion of the Subject Property or assign any of its rights or obligations under this Master Agreement without the consent of the City For purposes of this Master Agreement, a transfer of shares, partnership interest, membership interest or other ownership interest in a Developei which results in a transfer in control of the Developer entity constitutes an assignment of the Developer's nghts under this Master Agreement The City may grant or withhold its consent in the City's sole and absolute discretion except as follows (a) (b) If the Developer conveys a portion of the Subject Property to a Secondary Developer, the City's joinder in an agreement with the Developer and the Secondary Developer descnbing the allocation of rights and obligations under this Master Agreement or the City's approval of Final Plans for the secondary development and execution of a Secondary Development Agreement with the Secondary Developer constitutes the City's consent to Developer's conveyance of the property that is the subject of the secondary development to the Secondary Developer, and If the Developer conveys all of its remaining interest in the Subject Property to a successor developer, the City must consent to the conveyance of the real estate and the assignment of the Developer's rights under this Agreement provided (i) the Developer is not then in default under the terms of the Master Agreement, (n) the Developer conveys all of its remaining interest in the Subject Property (except for portions of the Subject Property that are subject to a Secondary Development Agreement) and assigns all of its nghts under the Master Agreement to the successor developei, (nt) the successoi developer assumes, for the benefit of the City, all of the Developer's obligations under this Master Agreement and acknowledges, for the benefit of the City that he, she or it is subject to the consents and waivers set forth in Section 7 6, 7 12 and 9 6 and is subject to the prepayment obligations set forth in Section 7 7, 7 13 and 9 7, and (iv) to the extent that the City is holding letters of credit or other security provided by the Developei at the time of the sale and assignment, the successor developer provides the City with substitute letters of credit or othei security acceptable to the City Council pursuant to Section 12 4 If the Developer conveys all or a portion of the Subject Property to a third party without acquiring the City's consent, the Developer's successor in interest is subject to all of the 155573003 34