3B Public Hearing 2012 0521 - Laserfiche WebLink

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board. If a proposed Transfer has not been approved by City in writing within thirty (30) days following City's receipt of written request by Developer, it shall be deemed rejected. 7.5 Effect of Transfer Without City Consent. 7.5.1 In the absence of specific written agreement by the City, no Transfer by Developer shall be deemed to relieve the Developer or any other party from any obligation under this Agreement. 7.5.2 Without limiting any other remedy City may have under this Agreement, or under law or equity, it shall be an Event of Default hereunder entitling City to terminate this Agreement if without the prior written approval of the City, Developer assigns or Transfers this Agreement or the Property prior to City's issuance of a final certificate of occupancy or equivalent for the Project. This Section 7.5.2 shall not apply to Transfers described in clauses (i) through (v) of Section 7.3 7.5.3 If, in violation of this Agreement, the Developer Transfers all or any part of the Property or the improvements thereon, the City shall be entitled to receive from Developer the amount by which the consideration payable for such Transfer exceeds the sum of (a) the purchase price paid by the Developer to the City for the Property, and (b) the costs incurred by Developer in connection with the improvement and development of the Property, including carrying charges, interest, fees, taxes, assessments and escrow fees. Such excess consideration shall belong to and be paid to the City by the Developer and until so paid, the City shall have a lien on the Property for such amount. The provisions of this Section 7.5.3 have been agreed upon so as to discourage land speculation by Developer; accordingly, these provisions shall be given a liberal interpretation to accomplish that end. 7.6 Recovery of City Costs. Developer shall reimburse City for all City costs, including but not limited to reasonable attorneys' fees, incurred in reviewing instruments and other legal documents proposed to affect a Transfer under this Agreement and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee within ten (10) days following City's delivery to Developer of an invoice detailing such costs. 7.7 Mortgages and Deeds of Trust. 7.7.1 No Encumbrances Except Mortgages and Deeds of Trust for Development Pursuant to the terms set forth herein, mortgages and deeds of trust may be recorded against the Property, but only for the purpose of securing loans used for financing the costs of constructing the Projector financing the acquisition of the Property. The requirements of this Section 7.7.1 shall terminate effective upon the City's issuance of a final certificate of occupancy or equivalent for the Project. The Developer shall promptly notify the City of any mortgage or deed of trust that has been recorded against the Property. The words "mortgage" and "deed of trust" as used hereinafter shall include sale and lease -back financing. 7.7.2 Holder Not Obligated to Construct Improvements. The holder of any mortgage or deed of trust authorized by this Agreement shall not be obligated to construct or complete the Project. Nothing in this Agreement shall be deemed to or be construed to permit or 1875524.3 21