03-2024 - Authorize Development Agreement with LDC Warren LTD, LLC

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DocuSign Envelope ID: 92860B03-367C-49AA-BA95-OFDE6BFCF177 3. The Parties further acknowledge and agree that this Agreement, as initially executed, is intended to outline the goals and objectives of the Project, as among the Developer and the City, and governs the obligations of the Parties. All prior discussions and agreements of the Parties relating to the subject -matter of this Agreement are hereby incorporated into this Agreement, which shall supersede any such prior discussions and agreements, all of which are integrated herein. D. Assi nment. This Agreement shall be binding on the Parties hereto and their respective successors and assigns. Except as otherwise discussed below, this Agreement may not be assigned by any party hereto without the written consent of the other party, not to be unreasonably withheld. Notwithstanding the foregoing, the Developer may, upon notice to the City, and without the prior written consent of the City, assign this Agreement to (i) a lender or its designee in connection with financing obtained for the Project (as described in Section XIV(J). Assignments conducted pursuant to the foregoing sentence shall be referred to herein as "Permitted Assignments". The Developer shall provide written notice to the City of any Permitted Assignments no later than thirty (30) days prior to the execution of such assignment. All representations and warranties of the Developer and the City herein shall survive the execution and delivery of this Agreement. Notwithstanding the foregoing, the consent of the City shall be required for any assignment to (i) a party (or an affiliate) who has been involved in litigation or a material dispute opposite the City, (ii) a party (or an affiliate) that has had any contract with the City cancelled as a result of a default by such proposed Assignee (or its affiliates), or (iii) a party (or an affiliate) who owns commercial real estate or multi -family property in the City and who has on multiple occasions been subject to any action, including fines and material notices, as a result of building code, zoning or property management violations. E. Exhibits. The Exhibits to this Agreement constitute an integral part of and are hereby incorporated by reference into this Agreement. F. Counterparts/ Execution. This Agreement may be signed in one or more counterparts or duplicate signature pages with the same force and effect as if all required signatures were contained in a single original instrument anyone or more such counterparts or duplicate signature pages may be removed from any one or more original copies of this Agreement and annexed to other counterparts or duplicate signature pages to form a completely executed original instrument. Electronically transmitted "PDF" signatures shall be treated as originals. G. Severability. The invalidity or unenforceability of anyone or more phrases, sentences, clauses, or sections in this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part thereof, and this Agreement shall be deemed amended to the extent required to make the provisions hereof lawful, valid and enforceable, giving maximum effect to the intent of the Parties as 23