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<br />control with, Developer or Developer’s managing general partner, and Developer shall thereafter
<br />be released from any future obligations under this Agreement. In connection with Permitted
<br />Transfer, Developer shall: (i) notify City in writing of the sale, transfer, or assignment of all or any
<br />portion of the Property, and (ii) deliver to City an assignment and assumption agreement (or other
<br />agreement) in a form approved by City in its reasonable discretion and executed by Developer and
<br />its transferee/assignee pursuant to which Developer's transferee/assignee assumes all of
<br />Developer's covenants and obligations set forth herein with respect to the Property or the portion
<br />thereof so transferred. Any request for transfer or assignment of the Agreement by Developer
<br />shall require the payment of fees or a deposit to pay for the City’s actual, documented expenses to
<br />review the request. Upon the delivery of the assignment and assumption agreement as provided
<br />for above for a Permitted Transfer, or in the event of a sale of the Property/Project as provided for
<br />in this Section 8.1.1, Developer shall be released from any future obligations under this
<br />Agreement.
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<br />8.1.2 Sale of Property. Developer agrees and declares that the Property and the
<br />Project shall be sold, used, occupied, operated, and approved subject to all obligations set forth or
<br />incorporated in this Agreement, all of which are for the purpose of enhancing and protecting the
<br />value and attractiveness of the Property and the Project. All of the obligations set forth or
<br />incorporated in this Agreement shall constitute covenants which run with the land and shall be
<br />binding on Developer and its successors and assigns, and all parties having or acquiring any right,
<br />title or interest in, or to any part of the Property or Project. Developer further understands and
<br />agrees that the Density Bonus permit approvals received for this Project have been made on the
<br />condition that Developer and all subsequent owners, or other successors and assigns of the
<br />Property and/or Project purchase the Affordable Units in accordance with the terms and conditions
<br />stipulated in Sections 4, 5 and 6 of this Agreement for a term of forty-five (45) consecutive years
<br />commencing upon the date of issuance of the last certificate of occupancy for the Project.
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<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 />8.1.4 Unpermitted Assignments Void. Any sale, transfer, or assignment made in
<br />violation of this Agreement shall be null and void, and City shall have the right to pursue any right
<br />or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales,
<br />transfers, or assignments.
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<br />8.2 Covenants Run with the Land. The Property shall be used, occupied and improved
<br />subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions,
<br />restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall
<br />run with the Property and shall be binding upon Developer and all persons having any right, title
<br />or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall
<br />inure to the benefit of City and its successors and assigns, and may be enforced by City and its
<br />successors and assigns. The covenants established in this Agreement shall, without regard to
<br />technical classification and designation, be binding for the benefit and in favor of City and its
<br />successors and assigns, and the parties hereto expressly agree that this Agreement and the
<br />covenants herein shall run in favor of City. Furthermore, all of the covenants, conditions, and
<br />6/27/2022
<br />Planning Commission 2 –413
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