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termination ("Termination Letter") to the City, which Developer, for itself, its successors and
<br />assigns, states that it waives, forfeits, and relinquishes any and all benefits under this Agreement.
<br />Upon City's receipt of the Termination Letter, the Parties agree to terminate this Agreement,
<br />except that the obligations of Section 4.1 and 6.4 shall survive termination. Developer shall, at its
<br />sole cost and expense, prepare and record a Termination of Agreement, which City shall review
<br />and approve, in the exercise of reasonable discretion. Such termination shall not be considered a
<br />default by any Party, but it shall result in a termination of the Agreement as provided for herein.
<br />6.2 City's Remedies. In the event of a Default, the City shall have all rights and
<br />remedies available at law, and may seek any or all of the following remedies:
<br />6.2.1 Any individual who sells or rents (including subleasing) an Affordable Unit
<br />in violation of the provisions of this Agreement shall be required to forfeit to City all monetary
<br />amounts so obtained.
<br />6.2.2 City may exercise any rights or institute any appropriate legal actions or
<br />proceedings necessary to ensure compliance with this Agreement, including but not limited to:
<br />(a) Actions to revoke, deny or suspend any permits and/or certificate of
<br />occupancy; and
<br />(b) Actions for injunctive relief or damages.
<br />6.3 Rights and Remedies Cumulative. The rights and remedies of the Parties are
<br />cumulative, and the exercise by either Party of one or more of its rights or remedies shall not
<br />preclude the exercise by it, at the same or different times, of any other rights or remedies for the
<br />same default or any other default by the other Party. Notwithstanding anything to the contrary
<br />contained in this Agreement, in no event shall either Party be liable for speculative, consequential,
<br />punitive or other indirect damages, and each Party waives any right to collect speculative,
<br />consequential, punitive or other indirect damages against the other Party.
<br />6.4 Indemnification. In addition to any other indemnity specifically provided in this
<br />Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of
<br />Developer, which shall not be unreasonably withheld, conditioned or delayed and which may be
<br />joint defense counsel upon City's and Developer's consent) indemnify and hold harmless City and
<br />its respective officers, officials, agents, employees, representatives, and volunteers (collectively,
<br />"Indemnitees") from and against any loss, liability, claim, or judgment arising from any claims,
<br />demands, or causes of action arising from or related to this Agreement, including the approval
<br />thereof, except to the extent caused by the active negligence or willful misconduct of Indemnitees.
<br />7. 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 complies
<br />with this Section 7. If Developer seeks to sell, transfer or assign the Property or Project, or any
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<br />2130 East Fourth Street Density Bonus Agreement
<br />55394.00101 \43846773.1
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