ORD 1792 - Laserfiche WebLink

16. Attorneys' Fees and Costs. If any Party initiates any action at law or in equity to enforce or interpret the terms and conditions of this Agreement, the prevailing Party shall be entitled to recover reasonable attomeys' fees and costs in addition to any other relief to which it may otherwise be entitled. In addition to the foregoing award of attorneys' fees to the prevailing Party, the prevailing Party in any lawsuit shall be entitled to its attomeys' fees incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement. If any person or entity not a party to this Agreement initiates an action at law or in equity to challenge the validity of any provision of this Agreement or the Project Approvals, the Parties shall cooperative in defending such action. Developer shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse City for all reasonably court costs and attomeys' fees expended by City in defense of any such action or other proceeding. Developer shall be entitled to selected counsel to conduct the defense of City, who shall be authorized to represent City if City issues its written consent thereto as well as Developer. If City elects to select counsel other than counsel selected by Developer, City shall be responsible for paying the fees and costs of counsel it selects and shall continue to be obligated to cooperate in Developer's defense of such action. 17. Transfers and Assignments. 17.1 Right to Assign. Developer's rights hereunder may be transferred, sold or assigned in conjunction with the transfer, sale or assignment of all or a portion of the Property subject hereto at any time during the term of this Agreement, provided that no transfer, sale or assignment of Developer' s rights hereunder shall occur without prior written notice to City. 17.2 Release Upon Transfer. Upon the transfer, sale, or assignment of Developer's rights and interests hereunder pursuant to the preceding subparagraph of this Agreement, Developer or Landowner shall be released from the obligations under this Agreement, with respect to the Property transferred, sold, or assigned, arising subsequent to the date of City Council approval of such transfer, sale, or assignment (which approval shall not be unreasonably withheld); provided, however, that if any transferee, purchaser, or assignee approved by the City Council expressly assumes the obligations of Developer under this Agreement, Developer shall be released with respect to all such assumed obligations. In any event, the transferee, purchaser, or assignee shall be subject to all the provisions hereof and shall provide all necessary documents, certifications and other necessary information prior to City Council approval. 17.3 Pre-Approved Transfers. The following transfers shall not require approval by the City Council, and shall automatically, upon the satisfaction of the other conditions in Section 17.2 above, result in the release of Developer of all of its obligations hereunder: (a) sale of all or part of the Property from Landowner to Developer; and (b) transfer of any interest in the Project or the Property by Developer to an affiliated or related company or entity. 17.4 Foreclosure. Nothing contained in this Section 17 shall prevent a transfer of the Property, or any portion thereof, to a lender as a result of a foreclosure or deed in lieu of -12- 10/21/99