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substantial evidence, that Owner has not complied in good faith with the terms or conditions of <br />this Agreement, the City Council may terminate this Agreement or, in lieu of termination and <br />with the consent of Owner, modify this Agreement and impose such conditions as are reasonably <br />necessary to protect the interests of the City. The decision of the City Council shall be final. <br />5.6. Certificate of Agreement Compliance. <br />5.6.1. If, at the conclusion of a Periodic or Special Review, Owner is found to be in <br />compliance with this Agreement, City shall, upon request by Owner, issue a Certificate of <br />Agreement Compliance ("Certificate) to Owner stating that after the most recent Periodic or <br />Special Review and based upon the information known or made known to the City Manager and <br />City Council that: (1) this Agreement remains in effect; and (2) Owner is not in default. The <br />Certificate shall be in recordable form, shall contain information necessary to communicate <br />constructive record notice of the finding of compliance, shall state whether the Certificate is <br />issued after a Periodic or Special Review and shall state the anticipated date of commencement <br />of the next Periodic Review. Owner may record the Certificate with the County Recorder. <br />5.6.2. Whether or not the Certificate is relied upon by assignees or other transferees or <br />Owner, City shall not be bound by a Certificate if a default existed at the time of the Periodic or <br />Special Review, but was concealed from or otherwise not known to the City Manager or City <br />Council. <br />5.7. Conditions of Discretionary Approvals. The requirements imposed as conditions of any <br />discretionary approval received through the City's existing regulatory process shall be <br />governed by the terns of those approvals, and in no event shall such conditions be affected <br />by the termination, cancellation, rescission, revocation, or default or expiration of this <br />Development Agreement (although such conditions must comply with the Applicable Rules). <br />6. DEFAULT AND REMEDIES <br />6.1. Remedies in General. It is acknowledged by the parties that City would not have entered <br />into this Agreement if it were to be liable in damages under this Agreement, or with respect to <br />this Agreement or the application thereof. In general, each of the parties hereto may pursue any <br />remedy at law or equity available for the breach of any provision of this Agreement, except that <br />City shall not be liable in damages to Owner, or to any successor in interest of Owner, or to any <br />other person, and Owner covenants not to sue for damages or claim any damages: <br />6.1.1. For any breach of this Agreement or for any cause of action that arises out of <br />this Agreement; or <br />6.1.2. For the taking, impairment or restriction of any right or interest conveyed or <br />provided under or pursuant to this Agreement; or <br />6.1.3. Arising out of or connected with any dispute, controversy or issue regarding the <br />application or interpretation or effect of the provisions of this Agreement. <br />6.2. Release. <br />6.2.1. Except for non -monetary remedies, Owner, for itself, its successors and <br />assignees, hereby releases City, its officers, agents and employees from any and all claims. <br />-20- <br />11 B-33 <br />