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PLANNING COMMISSION DRAFT
<br />SUBJECT TO CITY COUNCIL APPROVAL
<br />right to collect speculative, consequential, punitive or other indirect damages against the other
<br />Party. Developer acknowledges the protections of Civil Code Section 1542 relative to this
<br />waiver and release, which section reads as follows:
<br />A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT
<br />THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR
<br />SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
<br />EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR
<br />HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
<br />SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
<br />BY INITIALING BELOW, DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES
<br />THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE
<br />WAIVERS AND RELEASES OF THIS SECTION.
<br />DEVELOPER'S INITIALS
<br />6.5 Indemnification. In addition to any other indemnity specifically provided in
<br />this Agreement, Developer agrees to defend (with counsel of City's choosing and the consent
<br />of Developer, which shall not be unreasonably withheld, conditioned or delayed and which
<br />may be joint defense counsel upon City's and Developer's consent) indemnify and hold
<br />harmless City and its respective officers, officials, agents, employees, representatives, and
<br />volunteers (collectively, "Indemnitees") from and against any loss, liability, claim, or
<br />judgment arising from any claims, demands, or causes of action arising from or related to this
<br />Agreement, including the approval thereof, except to the extent caused by the active
<br />negligence or willful misconduct of Indemnitees.
<br />ASSIGNMENT; COVENANTS RUN WITH THE LAND
<br />7.1 Assignment by Developer.
<br />7.1.1 Prohibited Transfers or Assignments. Developer shall not sell, transfer, or
<br />assign the Property or Project in whole or in part, or transfer or assign Developer's rights and
<br />obligations in this Agreement, in whole or in part, unless the sale, transfer, or assignment
<br />complies with this Section 7. If Developer seeks to sell, transfer or assign the Property or
<br />Project, or any rights and obligations in this Agreement, Developer shall request City's written
<br />consent, and City shall respond within thirty (30) days with a written approval or denial, which
<br />City may determine in its sole and absolute discretion. If City approves such a request, then
<br />prior to any such sale, transfer or assignment, Developer shall pay City's reasonable fees as
<br />compensation for the City's review of the request. City's failure to respond to the request within
<br />thirty (30) days shall be deemed an approval.
<br />7.1.2 Sale of Property. Developer agrees and declares that the Property and the
<br />Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied,
<br />operated, sold, and approved subject to all obligations set forth or incorporated in this
<br />Agreement, all of which are for the purpose of enhancing and protecting the value and
<br />attractiveness of the Property and the Project. All of the obligations set forth or incorporated in
<br />this Agreement shall constitute covenants which run with the land and shall be binding on
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<br />55394.00101\n^^^'�.-.a4,7 ' 42998272.1
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