CITY COUNCIL AGENDA PACKET - Laserfiche WebLink

7 158739848.5 4. Affordable Housing Owner. A. Assignment of Obligations. The parties acknowledge and agree that the Multi- Family Component, including all Affordable Units located therein, will be owned, managed and operated by the Affordable Housing Owner. Owner shall have the right, in its sole discretion, to assign all rights and obligations hereunder (including, without limitation, all of Section 1 of this Agreement) to the Affordable Housing Owner in connection with the conveyance of the Affordable Housing Site pursuant to Section 5 below without obtaining City’s consent and upon any such assignment, all such rights and obligations so assumed shall thereupon become those of the Affordable Housing Owner hereunder for all purposes of this Agreement. 5. Successors and Assigns. A. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, administrators and assigns. B. Consistent with Section 4 above, Owner shall have the right to transfer and assign all of its rights, duties and obligations under this Agreement to any person or entity, including, without limitation, Affordable Housing Owner (“Transferee”), acquiring fee simple title to any portion of the Property. Owner shall be immediately released from its obligations under this Agreement upon such assignment at such time as (i) Owner provides to City a copy of a fully executed written assumption agreement in which: (1) the name and address of the Transferee is set forth, and (2) the Transferee expressly assumes the relevant obligations of Owner under this Agreement. Failure to deliver a written assumption agreement hereunder shall not negate, modify or otherwise affect the liability of any Transferee pursuant to the provisions of this Agreement. Nothing herein contained shall be deemed to grant to City discretion to approve or deny any such transfer. 6. No Third Party Beneficiaries. The execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate either of the parties hereto to, any person or entity not a party to this Agreement. 7. Default / Cure. If Owner fails to perform an obligation hereunder, and such failure continues for thirty (30) days after receipt of written notice of such failure by the City (or such longer period of time as may be reasonably necessary to cure such failure) then Owner shall be in default hereunder and the City’s sole remedy hereunder shall be to pursue an action for specific performance against Owner. 8. Notices. Any notice, consent or other communication required or permitted under this Agreement shall be in writing and shall be delivered by hand, sent by air courier, or sent by prepaid registered or certified mail with return receipt requested, or sent by email and shall be deemed to have been given on: (1) receipt or refusal of receipt, if delivered by hand; (b) one (1) business day after delivery to an air courier for overnight expedited delivery service; (c) five (5) business days after the date deposited in the United States mail, registered or certified, with postage prepaid and return receipt requested (provided that such return receipt must indicate receipt at the address specified); or (d) on the day of its transmission by email if transmitted during the business hours of the place of receipt, otherwise on the next business day, provided Page 134 of 682