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(a) Actions for specific performance of this Agreement or to enjoin any
<br />actions by the Developer or any other person in violation of this Agreement, the Conditional Grant
<br />Agreement, or the requirements of the Administrative Procedures Manual;
<br />(b) Actions to disapprove, revoke or suspend any permit, including a
<br />building permit, Certificate of Occupancy or other discretionary approval;
<br />(c) Actions for civil damages, restitution, or other monetary relief;
<br />(d) Injunctive relief and damages; or
<br />(e) Civil citations with monetary penalties.
<br />6.2.3 If the Developer sells any of the Affordable Units in violation of this
<br />Agreement, as restitution to the City, the Developer shall forfeit all monetary amounts obtained
<br />through the sale of the Affordable Units.
<br />6.2.4 All such restitution shall be made to the City. Any funds received by the
<br />City under this provision of this Agreement shall be placed in the City's Inclusionary Housing
<br />Fund.
<br />6.3 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, conditioned or delayed and which may be
<br />joint defense counsel upon City's and Developer's consent) indemnify and hold harmless City and
<br />its respective officers, officials, agents, employees, representatives, and volunteers (collectively,
<br />"Indemnitees") from and against any loss, liability, claim, or judgment arising from any act or
<br />omission of Developer in carrying out its obligations under this Agreement, except to the extent
<br />caused by the negligence or willful misconduct of Indemnitees.
<br />7. ASSIGNMENT; COVENANTS RL WITH THE LAND
<br />7.1 Assignment by Developer.
<br />7.1.1 Prohibited Transfers or Assignments. Developer shall not sell, transfer, or
<br />assign the Property or Project in whole or in part, or transfer or assign Developer's rights and
<br />obligations in this Agreement, in whole or in part, unless the sale, transfer, or assignment complies
<br />with this section ("Permitted Transfer"). If Developer seeps to sell, transfer or assign the Property
<br />or Project, or any rights and obligations in this Agreement, in a manner that does not constitute a
<br />Permitted Transfer, Developer shall request City's written consent, and City shall respond within
<br />thirty (30) days with a written approval or denial, which City may determine in its sole and absolute
<br />discretion. If City approves such a request, then prior to any such sale, transfer or assignment,
<br />Developer shall pay City's reasonable fees as compensation for the City's review of the request.
<br />City's failure to respond to the request within thirty (30) days shall be deemed an approval.
<br />7.1.2 Sale of Property. Developer agrees and declares that the Property and the
<br />Project shall be held, conveyed, mortgaged, encumbered, used, occupied, operated, sold, and
<br />approved subject to all obligations set forth or incorporated in this Agreement, all of which are for
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