3A Public Hearing 2010 0503 - Laserfiche WebLink

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April 15, 2010 - Final behalf of City consents to the Transfer, which consent shall not be unreasonably withheld. The City may refuse to give its consent if, in light of the proposed transferee's reputation and financial resources or other reasons, such transferee would not in City's reasonable opinion be able to fully and completely perform the obligations proposed to be assumed by such transferee. The determination made by the City Manager is appealable by Developer to the City Council. If all these conditions are satisfied, then, upon recordation of the Assignment Agreement in the Clerk -Recorder's Office of Alameda County, Developer shall be released from any further liability or obligation under this Agreement related to the portion of the Project Site so transferred and the assignee under the Assignment Agreement ("Assignee") shall be deemed to be the "Developer" under this Agreement with all rights and obligations related thereto, with respect to such transferred property. (b) Any Assignment Agreement entered into in compliance with this Article 8 shall be binding on Developer and the Assignee. Upon recordation in the Clerk -Recorder's Office of Alameda County of an Assignment Agreement entered into in compliance with this Article 8, Developer shall automatically be released from those obligations assumed by the Assignee therein. (c) Developer shall be free from any and all liabilities accruing on or after the date of any assignment or transfer with respect to those obligations assumed by an Assignee pursuant to an Assignment Agreement. No breach or default hereunder by any Assignee succeeding to any portion of Developer's obligations under this Agreement shall be attributed to Developer, nor may Developer's rights hereunder be canceled or diminished in any way by any breach or default by any such Assignee. Section 8.03. Notice of Compliance Generally. Either Party may, at any time, and from time to time, deliver written notice to the other Party requesting such Party to certify in writing that, to the knowledge of the certifying Party, (a) this Agreement is in full force and effect and a binding obligation of the Parties, (b) this Agreement has not been amended or modified either orally or in writing, and if so amended, identifying the amendments, (c) the requesting Party is not in Default in the performance of its obligations under this Agreement, or if in Default, to describe therein the nature and amount of any such Default; and (d) such other information as may reasonably be requested. A Party receiving a request hereunder shall execute and return such certificate within forty-five (45) days following the receipt thereof. In the event that the Party receiving the request hereunder fails to return such certificate within forty-five (45) days, the requesting party may commence the default procedures described in Section 10.01. The Community Development Director shall have the right to execute any certificate requested by Developer hereunder. Developer shall have the right at Developer's sole discretion, to record the Notice of Compliance. ARTICLE 9. LEGAL CHALLENGE 1410321.1 24