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<br /> 6.4 Waiver of Speculative, Consequential .or Punitive Rama es. Notwithstanding
<br /> anything to the contrary contained in this Agreement, in no event shall either Party be liable for
<br /> speculative,consequential,punitive or other indirect damages, and each Party waives any right
<br /> to collect speculative,consequential,punitive or other indirect damages against the other Party.
<br /> Developer acknowledges the protections of Civil Code Section 1542 relative to this waiver and
<br /> release, which section reads as follows:
<br /> A GENERAL RELEASE DOES NOT EXTENT)TO CLAIMS THAT THE
<br /> 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 WAIVERS
<br /> AND RELEASES OF THIS SECTION.
<br /> DEVELOPER'S INITIALS
<br /> 6.5 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
<br /> be joint defense counsel upon City's and Developer's consent) indemnify and hold harmless
<br /> City and its respective officers, officials, agents, employees, representatives, and volunteers
<br /> (collectively, "Indernnitees") from and against any loss, liability, claim, or judgment arising
<br /> from any claims, demands, or causes of action arising from or related to this Agreement,
<br /> including the approval thereof, except to the extent caused by the active negligence or willful
<br /> misconduct of Indemnitees.
<br /> 7, ASSIGNMENT: COVENANTS RUN WITH THE LAND
<br /> 7J Assignment by Develo er.
<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
<br /> rights and obligations in this Agreement, Developer shall request City's written consent, and City
<br /> shall respond within thirty(30) days with a written approval or denial,which City may determine
<br /> in its sole and absolute discretion. If City approves such a request, then prior to any such sale,
<br /> transfer or assignment,.Developer shall pay City's reasonable fees as compensation for the City's
<br /> review of the request. City's failure to respond to the request within thirty (30) days shall be
<br /> 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,operated,
<br /> sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of
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