CITY COUNCIL REGULAR MEETING AGENDA PACKET 9-1-26

21 Manager denies the request for consent to the transfer, he or she shall provide written reasons for the decision, and shall meet with Developer in good faith to determine what additional information may be necessary, including any list of requested corrections to be made in order to obtain consent to the same. Developer shall pay the actual costs borne by City in connection with its review of the proposed assignment, including the costs incurred by the City Attorneys Office. Upon any such appeal, if the City Council does not consent to the assignment to such Transferee, the City Council shall provide its reasons in writing. For avoidance of doubt, change in stock or other ownership interests in a corporate or business entity shall not constitute a transfer or assignment subject to an Assignment under this Agreement, unless so requested by Developer. b. Unless otherwise stated elsewhere in this Agreement to the contrary, a Transferee expressly and unconditionally assumes all of those rights and obligations of this Agreement transferred or assigned by Developer and which are expressly set forth in the applicable Assignment Agreement. c. Each Transferee of all or any portion of the Project Site shall be solely and only liable for performance of such Transferee’s obligations applicable to its portion of the Project Site under this Agreement as specified in the applicable Assignment Agreement, Upon the assignment or transfer of all or any portion of the Project Site together with any obligations assignable under this Agreement, the Transferee shall become solely and only liable for the performance of those assigned or transferred obligations so assumed and shall have the assumed rights of Developer under this Agreement; which such rights and obligations shall be set forth specifically in the Assignment Agreement, executed by the transferring Developer, and the Transferee, as of the date of such transfer, assignment or conveyance of all or the applicable portion of the Project Site. The failure of a Transferee of any portion of the Project Site to perform such Developer’s obligations set forth in the applicable Assignment Agreement may result, at the City’s option, in a declaration that this Agreement has been breached with respect to those obligations so assumed and City may, but shall not be obligated to, exercise its rights and remedies under this Agreement solely as it relates to the defaulting Transferee’s portion of the Project Site as provided for in Section 7.5 hereof, subject to such defaulting Transferee’s right to notice and opportunity to cure the default in accordance with provisions of Section 7.3 hereof. Any partial termination of this Agreement as it relates to that Transferee’s holding is severable from the entire Agreement, and shall not affect the remaining entirety of the Agreement and the rights of the non-defaulting Developer (or subsequent Transferor(s)) hereunder. d. With respect to a transfer and assignment of Developer’s interest in the Project Site and the related rights and obligations hereunder, upon the effective date of any such transfer and assignment, as evidenced by the execution of an Assignment Agreement pursuant to this Section 7.8 between Developer and the Transferee and delivery of such Assignment Agreement to the City, Developer shall automatically be released from any further obligations to the City under this Agreement with respect to the Project Site or portion thereof so transferred. e. A Transferee shall not be liable for any obligations to the City under this Agreement relating to any portion of the Project Site other than that portion transferred to such Transferee, and no default by a Developer under this Agreement with respect to such other portions of the Project Site shall be deemed a default by such Transferee with respect to the portion of the Project Site transferred to such Transferee. Page 178 of 344