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C . .Amendment. <br />(a) Recognizing the likelihood of changing conditions (such as demand and <br />supply factors; changes in tenants that are in (or likely to be in) the <br />northeastern Ohio regional market area; and other needs and concerns of the <br />City and the Developer), the Parties agree to review and consider <br />amendments to this Agreement, as necessary. Any amendments to this <br />Agreement shall be valid and enforceable only if in writing and executed by <br />the Parties. <br />(b) The City and the Developer acknowledge and agree that in the event either <br />Party requests further amendment and/or modification of this Agreement, <br />the affected Parties shall thereafter engage in good -faith discussion and <br />negotiation, undertaking all efforts to resolve and address such issues as the <br />Parties may then raise in connection with this Agreement and such further <br />amendment and modification thereof. <br />(c) The Parties further acknowledge and agree that this Agreement, as initially <br />executed, is intended to outline the goals and objectives of the Project, as <br />among the Developer and the City, and governs the obligations of the <br />Parties. All prior discussions and agreements of the Parties relating to the <br />subject -matter of this Agreement are hereby incorporated into this <br />Agreement, which shall supersede any such prior discussions and <br />agreements, all of which are integrated herein. <br />D. Assignment. This Agreement shall be binding on the Parties hereto and their <br />respective successors and assigns. Except as otherwise discussed below, this Agreement <br />may not be assigned by any party hereto without the written consent of the other party, not <br />to be unreasonably withheld. Notwithstanding the foregoing, the Developer may, upon <br />notice to the City, and without the prior written consent of the City, assign this Agreement <br />to (i) a lender or its designee in connection with financing obtained for the Project (as <br />described in Section XII(J), (ii) Marous Development Group or an affiliate thereof <br />("Marous") in the event that Marous takes title to the Project, and/or (iii) following <br />completion of the construction of the Project and the issuance of the final certificate of <br />occupancy, any Assignee in interest to the Project, so long as such Assignee (a) has <br />experience (either itself or through its affiliates) in owning or managing large, multi -family <br />apartment projects or otherwise engages a sophisticated property manager for the Project <br />with such experience, and (b) executes an assignment and assumption agreement in a form <br />acceptable to the City pursuant to which the Assignee agrees to assume the obligations of <br />the Developer (or a successor to the Developer) under this Agreement. Assignments <br />conducted pursuant to the foregoing sentence shall be referred to herein as "Permitted <br />Assignments". The Developer shall provide written notice to the City of any Permitted <br />Assignments no later than thirty (30) days prior to the execution of such assignment. All <br />representations and warranties of the Developer and the City herein shall survive the <br />execution and delivery of this Agreement. Notwithstanding the foregoing, the consent of <br />the City shall be required for any assignment to (i) a party (or an affiliate) who has been <br />involved in litigation or a material dispute opposite the City, (ii) a party (or an affiliate) <br />19 <br />15785832v23 <br />