RecDoc 2013-166544 Conf - Laserfiche WebLink

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under this Agreement, subject to the procedures and limitations set forth herein, (iii) unilaterally by Developer in the event that this Agreement or the Existing Approvals is the subject of a referendum; or (iv) unilaterally by Developer if litigation is commenced seeking to rescind the Existing Approvals or the City's decision to enter into this Agreement. If, within 150 days following the Effective Date, Developer elects to terminate this Agreement pursuant to subsections (iii) or (iv) of this Section 5.4, City shall return all payments of Contributions made by Developer to City under this Agreement. Any obligations of indemnification and defense relating to matters arising before termination of this Agreement shall survive termination of this Agreement. Except as otherwise set forth in this Agreement, if this Agreement is terminated by mutual written consent of the Parties, neither Party shall have any further rights or obligations under this Agreement. Upon completion of performance of the Parties or termination of this Agreement, a written statement acknowledging such completion or termination shall be recorded by City in the Official Records of San Mateo County, California. ARTICLE 6 ASSIGNMENTS 6.1 Assi ng ment. Because of the necessity to coordinate development of the entirety of the Property pursuant to plans for the Project, particularly with respect to the provision of on- and off-site public improvements and public services and benefits, certain restrictions on the right of Developer to assign or transfer its interest under this Agreement with respect to the Property, or any portion thereof, are necessary in order to assure the achievement of the goals, objectives and public benefits of the Project and this Agreement. Developer agrees to and accepts the restrictions set forth in this Section 6.1 as reasonable and as a material inducement to City to enter into this Agreement. Developer shall have the right to sell or transfer its fee interest, or ground lease its interests in the Property, in whole or in part (provided that no such partial transfer shall violate the provisions of the Subdivision Map Act) to any person, partnership,joint venture, firm, company, corporation or other entity (any of the foregoing, an "Assignee") subject to the written consent of City; provided that Developer may assign its rights under this Agreement without the consent of City to any corporation, limited liability company, partnership or other entity which is controlling of, controlled by, or under common control with Developer, and "control," for purposes of this definition, means effective management and control of the other entity, subject only to major events requiring the consent or approval of the other owners of such entity ("Affiliated Party"). City's written consent, as required above, shall be provided by City within 30 days of City's receipt of the notice provided in Section 6.1.2 below, if Developer has satisfied all of the following conditions: 6.1.1 Developer is not in Default under this Agreement or the Assignee agrees to cure any Default; 6.1.2 Developer shall provide the City with written notice of any proposed transfer ar assignment of Developer's rights or obligations hereunder (each, an "AssignmenY') at least 30 days prior to such Assignment. Each such notice of proposed Assignment shall be accompanied by evidence of Assignee's assumption of Developer's obligations hereunder in the form of Exhibit E, which shall be recorded in the Official Records of San Mateo County; and 6.1.3 Developer shall pay the actual costs borne by City in connection with its review of the proposed Assignment, including the costs expended by the City Attorney's Office. 31 ATTY/AGR/2013.134/STANFORD DEVELOPMENT AGREEMENT REV: 08-14-13 PT