ORD 2163 - Laserfiche WebLink

to resolve the matter by mediation or arbitration; provided, however, that no such mediation or arbitration shall be required in order for a Party to pursue litigation to resolve a Dispute. 8.2 Legal Proceedings. Either Party may, in addition to any other rights or remedies, institute legal action to resolve any Dispute or to otherwise cure, correct or remedy any default, enforce any covenant or agreement herein, enjoin any threatened or attempted violation thereof, enforce by specific performance the obligations and rights of the Parties hereto, or to obtain any remedies consistent with the purpose of this Agreement. 8.3 Attorneys' Fees and Dispute Resolution Costs. In any action or proceeding brought by any Party to resolve a Dispute, the prevailing Party is entitled to recover reasonable attorneys' fees and any other costs incurred in the action or proceeding in addition to any other relief to which it is entitled. SECTION 9. ASSIGNMENT AND ASSUMPTION; RIGHTS AND DUTIES OF MORTGAGEES. 9.1 Assignment of Rights, Interests and Obligations. Subject to compliance with this Section 9, Developer may sell, assign or transfer its interest in the Property and related Project Approvals to any individual or entity ("Assignee") at any time during the Term of this Agreement. (a) Any assignment by Developer as provided for in this Section 9.1 may occur without obtaining City's consent ("Permitted Assignment") so long as the proposed Assignee is an affiliate of Developer, which shall include any entity that is directly or indirectly owned or controlled by Developer such that it owns a substantial interest, but less than a majority of voting stock of the entity. Such assignees shall be referred to herein as "Permitted Assignees." Permitted Assignee(s) shall provide City with written notice of a Permitted Assignment within thirty (30) days following the effective date thereof. (b) If the proposed Assignee does not qualify as a Permitted Assignee, then Developer or subsequent owner may assign its interest in the Property and related Project Approvals so long as said Developer or subsequent owner receives the Community Development Director's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. It shall be deemed unreasonable to refuse consent for such assignment unless, in light of the proposed Assignee's reputation and financial resources, such Assignee would not be able to perform the obligations proposed to be assumed by such Assignee. Any such determination shall be made in writing by the Community Development Director, supported by substantial evidence, and would be appealable by the affected Owner to the City Council. Failure by City to respond to any such assignment request within forty-five (45) days would be deemed to constitute consent. Further, no consent to assign shall be required under this Section 9.1(b) for land covered by a 16