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(a) The proposed transferee demonstrates to the City’s satisfaction that it has <br />the qualifications, experience and financial resources necessary and adequate as may be <br />reasonably determined by the City to competently complete construction of the Project and to <br />otherwise fulfill the obligations undertaken by the Developer under this Agreement. <br />(b) The Developer and the proposed transferee shall submit for City review <br />and approval all instruments and other legal documents proposed to effect any Transfer of this <br />Agreement, the Property or interest therein together with such documentation of the proposed <br />transferee’s qualifications and development capacity as the City may reasonably request. <br />(c) The proposed transferee shall expressly assume all of the rights and <br />obligations of the Developer under this Agreement, the Regulatory Agreement and the City <br />Documents arising after the effective date of the Transfer and all obligations of Developer <br />arising prior to the effective date of the Transfer (unless Developer expressly remains <br />responsible for such obligations) and shall agree to be subject to and assume all of Developer’s <br />obligations pursuant to the Conditions of Approval and all other conditions, and restrictions set <br />forth in this Agreement and the Regulatory Agreement. <br />(d) The Transfer shall be effectuated pursuant to a written instrument <br />satisfactory to the City in form recordable in the Official Records. <br />Consent to any proposed Transfer may be given by the City Manager unless the City <br />Manager, in his or her sole discretion, refers the matter of approval to the City Council. If the <br />City rejects a proposed Transfer, City shall provide the reasons for such rejection in writing <br />within thirty (30) days following receipt of written request by Developer, and representatives of <br />the City hall meet with Developer and the proposed transferee to discuss in good faith the <br />reasons for the rejection and Developer’s and transferee’s responses thereto. <br />7.5 Effect of Transfer without City Consent. <br />(a) In the absence of specific written agreement by the City, no Transfer by <br />Developer shall be deemed to relieve the Developer or any other party from any obligation under <br />this Agreement or the Regulatory Agreement. <br />(b) Without limiting any other remedy City may have under this Agreement, <br />or under law or equity, this Agreement may be terminated by City if without the prior written <br />approval of the City, Developer assigns or Transfers this Agreement or the Property prior to the <br />City’s issuance of a Certificate of Completion. This Section 7.5(b) shall not apply to Transfers <br />described in clauses (i) through (iv) of Section 7.3). <br />7.6 Recovery of City Costs. Developer shall reimburse City for all costs, including <br />but not limited to attorneys’ fees, incurred in reviewing instruments and other legal documents <br />proposed to affect a Transfer under this Agreement and in reviewing the qualifications and <br />financial resources of a proposed successor, assignee, or transferee within ten days following <br />City’s delivery to Developer of an invoice detailing such costs. This Section 7.6 shall not apply <br />to Transfers described in Section 7.3. <br />144\259\1892880.4 <br />23