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70 <br />Authority and the City, and the substantial financing and other public aids that have been made <br />available by the Authority for the purpose of making such development possible, the <br />qualifications and identity of the Developer are of particular concern to the Authority. 'The <br />Developer further acknowledges that the Authority is willing to enter into this Agreement with <br />the Developer because of the qualifications and identity of the Developer. <br />Section 12.2 Limitations on Transfer. The Developer may, with prior written notice <br />to the Authority, sell, assign, convey or transfer in any other mode or manner, all or a portion of <br />this Agreement, the Development Property or the Minimum Improvements to a lender providing <br />financing for the Minimum Improvements. <br />Except as provided above, except in the regular course of business, or easements or other <br />encumbrances necessary for the Minimum Improvements, the Developer will not sell, assign, <br />convey, lease or transfer in any other mode or manner this Agreement, the Development <br />Property or the Minimum Improvements, or any interest therein, without providing written notice <br />to the Authority. The Developer agrees that any sale, assignment, conveyance, use or transfer of <br />this Development Agreement, the Development Property or the Minimum Improvements will <br />include conditions that: <br />(a) Any proposed transferee shall not be exempt from the payment of real estate taxes <br />and shall have the qualifications and financial responsibility necessary and adequate to fidfill the <br />obligations undertaken in this Agreement by the Developer; and <br />(b) Any proposed transferee, in form recordable among the land records shall, for <br />itself and its successors and assigns, and expressly for the benefit of the Authority have expressly <br />assumed all of the obligations of the Developer under this Agreement and the PUD Agreement <br />and agreed to be subject to all the conditions and restrictions to which the Developer is subject. <br />Section 12.3 Indemnification. <br />(a) The Developer releases from and covenants and agrees that the Authority and the <br />City, their governing body members, officers, agents, including the independent contractors, <br />consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this <br />Section, collectively the "Indemnified Pat -ties") shall not be liable for and agrees to indemnify <br />and hold harmless the Indemnified Parties against any loss or damage to property or any injury to <br />or death of any person occurring at or about or resulting from any defect in the Development to <br />the extent not attributable to the gross negligence or willful misconduct of the Indemnified <br />Parties. <br />(b) Except for gross negligence or willful misconduct of the Indemnified Parties, the <br />Developer agrees to indemnify the Indemnified Parties, now and forever, and further agrees to <br />hold the aforesaid harmless from any claims, demands, suits, costs, expenses (including <br />reasonable attorneys' fees) actions or other proceedings whatsoever by any person or entity <br />whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if <br />other persons acting on its behalf or under its direction or control) under this Agreement, or the <br />transactions contemplated hereby or the acquisition, construction, installation, ownership, and <br />26 <br />