AgdaPkt 2014-07-28 Closed, Special and Joint SA

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7.2.D. - Page 27 Property Owners is that of a governmental entity regulation the development of private property and the owner of such private property. 8.4 Covenants Running with the Land. All of the provisions contained in this Agreement shall be binding upon and benefit the Parties and their respective heirs, successors and assigns, representatives, lessees, and all other persons acquiring all or a portion of, or interest in, the Property, whether by operation of law or in any manner whatsoever. All of the provisions contained in this Agreement shall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to California law including, without limitation, Civil Code section 1468. Each covenant herein to act or refrain from acting is for the benefit of or a burden upon the Property, as appropriate, runs with the Property and is for the benefit of and binding upon the owner, Property Owners, and each successive owner of all or a portion of the Property, during its ownership of such property. 8.5 Consistency with General Plan. City hereby finds and determines that execution of this Agreement is in the best interest of the public health, safety, and general welfare and is consistent with the Redwood City General Plan. 8.6 Other Necessary Acts. Each Party shall execute and deliver to the other all such other further instruments and documents as may be reasonably necessary to carry out the Amended Project Approvals and this Agreement and to provide and secure to the other Party the full and complete enjoyment of its rights and privileges under this Agreement. 8.7 Governing Law, Venue, and Construction. The laws of the State of California, without regard to conflict of law principles, shall govern the interpretation and enforcement of this Agreement. Any action to enforce or interpret this Agreement shall be filed in the Superior Court for San Mateo County, California. This Agreement has been reviewed and revised by legal counsel for both City and Property Owners, and no presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. 8.8 Non - Liability. No member, official or employee of City shall be personally liable to Property Owners, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Property Owners or its successors, or on any obligations under the terms of this Agreement. Property Owners hereby waives and releases any claim it may have against the members, officials or employees of City with respect to any default or breach by City or for any amount that may become due to Property Owners or its successors, or on any obligations under the terms of this Agreement. 8.9 No Third Party Beneficiary. This Agreement is made solely and specifically among and for the benefit of the Parties, and their respective successors and assigns subject to the express provisions relating to successors and assigns, and no other party other than a Mortgagee will have any rights, interest or claims or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise. 8.10 Time of Essence. The Parties hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof ATTY /AGR/2014.125/ ROW IMPROVEMENT AGREEMENT— ALAMEDA DE LAS PULGAS REV: 07 -21 -14 VR Page 11 of 15