Agenda - Council - 12/28/2006 - Laserfiche WebLink

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18.2 Indemnification of Citv Developer must indemnify the City Parties against and must hold the City Parties harmless from any cost, expense loss obli ation liability. or damages resulting from a claim within the scope of the Developer's defense obligation under Section 1 • provided however Developer is not obligated to indemnify the CitvParties against or to hold the City pa.-t.P~ harmince frnm l..~ha~t.~ 1 1LLRlllll under any judgment a court of competent jurisdiction enters against a City Party as a result of the Citv Party's negligence willful misconduct or violation of applicable law 18.3 Notice. Within a reasonable period of time after Ci 's recut of actual notice of any demand claim action suit or proceeding that is or may be within the scone of Developer's defense obligation under Section 1 above Citv must give the Developer notice of any such matter 19. .Successors in Title and Assi ment 19.1: Transfers of Title and Assignment Developer may not voluntarily transfer title any portion of the Development Property for which Citv has not issued a certificate of completion under Section 16 or assign any of Developer's ri hts or obligations under this Agreement without the consent of the City For purposes of this Agreement. a .transfer of shares partnership interest. membership interest or other ownership interest in an entity Developer that results in a transfer in control of the entity constitutes an assignment of Developer's rights under thi Agreement Citv may errant or withhold its consent in the City's sole and absolute discretion except that if at any time. Developer conveys all of its remaining interest in the Development Property to a successor developer City must consent to the conveyance of the real estate and the assignment of Developer's rights under this Agreement if• ~a Developer is not then in default under the terms of this Agreement• ~b Developer conveys all of Developer's then remaining interests in the Development Property assigns all of its rights and obligations under the Agreement to the successor developer and acknowledges for the benefit of Citv that the assignment does not relieve Developer from liability to Citv if the successor developer fails to perform the obligations of Developer under this Agreement• ~c the successor developer as~mes for the benefit of Citv al_1 of Developer's obligations under this Agreement and acknowledges for the benefit of Cit_v_ that he she or it is subject to the consents and waivers set forth in Section • and ~d if at the time of the sale and assi ment Citv is holding letters of credit or other security Developer has provided the successor developer provides the Citv with substitute letters of credit or other security acceptable to the Citv Council If Developer conveys all or a portion of the Development Property to a third party without acquiring the City's consent Developer's successor in interest is subject to all of the covenants and restrictions set forth in this Development Agreement, but is not entitled to enforce all or any part of this Agreement ag=ainst the Citv. 1974417vdoc V2 to V1 12/18/06 21 -146-