|
EXHIBIT D
<br /> (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 RUN 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 seeks 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
<br /> 18
<br /> 55394.00101\42405923.1
<br />
|