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Land Donation Agreement, and contains a provision pursuant to which Assignor or Assignee shall
<br />have the right, upon the occurrence of a Default to allow Assignee to rely on and use the work
<br />product produced under the Contract and (y) Assignor shall deliver such notice to Contractor
<br />promptly upon delivery of written notice from Assignee directing Assignor to give such notice.
<br />9. Amendments. Assignor agrees not to amend, modify, terminate, assign, sell,
<br />pledge or otherwise transfer or encumber in any manner Assignor's interest in and to or rights
<br />under the Contracts without the prior written consent of Assignee (which shall not be unreasonably
<br />delayed, withheld, or conditioned), so long as this Assignment remains in effect. Assignor hereby
<br />represents and warrants to the Assignee that the Contracts contains a provision consistent with the
<br />requirements of Section 8.5 of the Land Donation Agreement regarding Assignee's approval of
<br />certain change orders.
<br />10. Continuing Effect. This Assignment shall create a continuing security interest in
<br />and lien on the Contracts and shall remain in full force and effect until terminated in accordance
<br />with the provisions of Section 13 of this Assignment.
<br />11. Termination. If not sooner terminated by the written concurrence of the parties,
<br />this Assignment shall terminate upoh-the satisfaction of the Obligations. Notwithstanding the
<br />foregoing, any and all provisions herein relating to the indemnification of the Assignee shall
<br />survive such termination.
<br />12. Determinations by Assign. Except to the extent expressly set forth in this
<br />Assignment to the contrary, in any instance where the consent or approval of Assignee may be
<br />given or is required, or where any determination, judgment or decision is to be rendered by
<br />Assignee under this Assignment, the granting, withholding or denial of such consent or approval
<br />and the rendering of such determination, judgment or decision shall be made or exercised for
<br />consents and approvals required from the Assignee, in the reasonable discretion of the City
<br />Manager, or by any person who shall have been designated in writing to the Assignor by the City
<br />Manager, without further approval by the City Council. Any such action shall be in writing.
<br />13. Release; Indemnity; Assignment of Rights and Claims.
<br />(a) Release. Assignor covenants and agrees that, in perfonning any of its rights
<br />or duties under this Assignment, neither the Assignee and its council members, board members,
<br />officers, representatives, agents, assigns or employees (collectively, the "Released Parties"), shall
<br />be liable for any losses, claims, damages, liabilities and expenses that may be incurred by any of
<br />them as a result of such performance, except to the extent such liability for any losses, claims,
<br />damages, liabilities or expenses arises out of the willful misconduct or gross negligence of such
<br />party.
<br />(b) Indemnity. Assignor hereby agrees to indemnify and hold harmless the
<br />Released Parties from and against any and all losses, claims, damages, liabilities and expenses
<br />including, without limitation, reasonable attorneys' fees and costs and disbursements, which may
<br />be imposed or incurred by any of them in connection with this Assignment, except that no such
<br />party will be indemnified for any losses, claims, damages, liabilities or expenses arising out of the
<br />willful misconduct or gross negligence of such party.
<br />ATTY/AGR/2024.193.1--AFFORDABLE HOUSING LAND DONATION AGREEMENT— EXHIBIT F —ASSIGNMENT OF CONTRACTS AGR
<br />REV: 10-22-24 VR
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