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7.3 Indemnification. In addition to any other indemnity specifically provided in this
<br />Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of
<br />Developer, which shall not be unreasonably withheld, and which may be joint defense counsel
<br />upon City's and Developer's consent) indemnify and hold harmless City and its respective officers,
<br />officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from
<br />and against any loss, liability, claim, or judgment arising from any act or omission of Developer
<br />in connection with its obligations under this Agreement, except to the extent caused by the active
<br />negligence or willful misconduct of Indemnitees.
<br />8. ASSIGNMENT; COVENANTS RUN WITH THE LAND
<br />8.1 Assignment by Developer.
<br />8.1.1 Prohibited Transfers or Assignments. Exce as authorized in Section 8.1.2
<br />below, Developer shall not sell, transfer, or assign the Propert eject in whole or in part, or
<br />transfer or assign Developer's rights and obligations in this A 4thout City's prior written
<br />approval, which shall not be unreasonably withheld ("Perri° ` In connection with
<br />Permitted Transfer, Developer shall: (i) notify City in wri' insfer, or assignment
<br />of all or any portion of the Property, and (ii) delive, nment and assumption
<br />agreement (or other agreement) in a form approv b .tv ® uted by Developer and its
<br />transferee/assignee pursuant to which Develop, —lbr ee assumes all of Developer's
<br />covenants and obligations set forth herein witn -) t,_ operty or the portion thereof so
<br />transferred. Any request for transfer or a, rtn. -t of L._ ' eement by Developer shall require
<br />the payment of fees or a deposit to cr rtt ne '" for approximate expenses incurred by
<br />Developer to City, as applicable, for the r, of the request. Upon the delivery of the
<br />assignment and assumption agre ' pi Foi ,00ve for a Permitted Transfer, or in the event
<br />of a sale of the Property as p-iL. or in,rn 8.1.1, Developer shall be released from any
<br />future obligations under thi Amer
<br />8.1.2 >R *caner agrees and declares that the Property and the
<br />Project shall be held, in ,ged, encumbered, leased, rented, used, occupied, operated,
<br />sold, and approved subl obligations set forth or incorporated in this Agreement, all of
<br />which are for the purpose o i,nancing and protecting the value and attractiveness of the Property
<br />and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute
<br />covenants which run with the land and shall be binding on Owner and its successors and assigns,
<br />and all parties having or acquiring any right, title or interest in, or to any part of the Property or
<br />Project. Owner further understands and agrees that the Density Bonus permit approvals received
<br />for this Project have been made on the condition that Owner and all subsequent owners, or other
<br />successors and assigns of the Property and/or Project lease and rent the Affordable Units in
<br />accordance with the terms and conditions stipulated in Sections 4, 5 and 6 of this Agreement for a
<br />term of 55 consecutive ycars commencing upon the date that the Project is first occupied.
<br />8.1.3 Subsequent Assignment. As used in this Agreement, the term "Developer"
<br />shall be deemed to include any such transferee or assignee after the date such sale, transfer, or
<br />assignment occurs in compliance with this Agreement.
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<br />60A-197
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