FESTIVAL HALL (BUTTERFIELD/SARMIENTO)

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addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. COVENANT NOT TO SUE Based on this Agreement, Festival Hall, and each of them, hereby agree and covenants that this Agreement forever satisfies any past, present or future claims which Festival Hall had, has or may have against the City or its agents, officers, representatives, and assigns arising out of the approval of the live -work project and the preparation and approval of the Negative Declaration. As a result, Festival Hall hereby covenants not to file a claim or lawsuit against the City or the Community Redevelopment Agency of the City of Santa Ana regarding the live -work project or the approval of any and all future implementation actions needed for the live -work project including construction contracts, development applications, development project approvals or permits related to the live -work project, so long as the City is not required by law to prepare a new negative declaration or to prepare an environmental impact report. As used in this paragraph 10 "file a claim" includes filing a claim under the State Tort Claims. Festival Hall also agrees and covenants to not fund, in whole or in part, any claims or lawsuits against the parties identified in this paragraph 10 by any other individual or entity. The parties hereto each hereby Imowingly, voluntarily and expressly waive its or their rights under Civil Code Section 1542, which reads as follows: A general release does not extend to claims which the creditor does not Imow or suspect to exist in. his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Festival Hall, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Festival Hall. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Festival Hall nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.