Agenda Packets - 1987/12/14 - Laserfiche WebLink

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(11) Any proposed transferee, by Instrument in writing satisfactory to the City and in form recordable among the land records, shall, for itself and its successors and assigns, and expressly for the benefit of the City, have expressly assumed all of the obligations of the Redeveloper under this Agreement and agreed to be subject to all the conditions and restrictions to which the Redeveloper is subjecti provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Redevelopment Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shell not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to In writing by the City) deprive the City of any rights or remedies or controls with respect to the Redevelopment' .roperty or any part thereof or the construction of the Minimum Improvements; it being the Intent of the parties as expressed In this Agreement that (to the fullest extent permitted at law and in equity and excepting only In the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership In the Redevelopment Property or any part thereof, or any Interest therein, however consummcted or occurring, and whether voluntary or Involuntary, shall operate, legally or practically, to deprive or limit the City of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the Mlnlmum Improvements that the City would have had, had there been no such transfer or change. in the absence of specific written agreement by the City to the contrary, no such transfer or approval by the City thereof shall be deemed to relieve the Redeveloper, or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Minimum Improvements, from any of Its obligations with respect thereto. (III) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Redevelopment Property governed by this Article Vlll, shall be in a form reasonably satisfactory to the City. In the event the foregoing. conditions are satisfied then the Redeveloper shall be released from its obligation under this Agreement, as to the portion of the Redevelopment Property that Is transferred, assigned or otherwise conveyed. Section 8.3 Release and indemnification Covenants. (a) The Redeveloper releases from and covenants and agrees that the City and the governing body members, officers, agents, servants and employees thereof shall not be liable for and agrees to Indemnify and hold harmless the City and the governing body members, officers, agents, servants and employees thereof against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect In the Minimum Improvements. (b) Except for any negligent or willful misrepresentation or any negligent, willful or wanton misconduct of the following named parties, the Redeveloper agrees to protect and defend the City and the governing body members, officers, agents, servants and employees thereof, now or forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby 33