Agmt23 Downtown Business Group - Farmers Market

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REV: 07-14-2023 RL other state or federal law, and compensation for any interest in Licensee’s business operations or the Farmers’ Market Area including, but not limited to, improvements; license or leasehold bonus value; fixtures, furniture, or equipment; loss of business goodwill; severance damage; attorneys’ fees or any other compensation of any nature whatsoever. Licensee acknowledges and agrees that the release and waiver set forth in this paragraph is material consideration for City’s licensing of the Farmers’ Market Area to Licensee on the terms set forth herein and that, but for this release and waiver, City would not have licensed the Farmers’ Market Area to Licensee. It is hereby intended that the above release relates to both known and unknown claims that the Licensee may have, or claim to have, against City with respect to the subject matter contained in this Section or the events relating thereto. By releasing and forever discharging claims both known and unknown which are related to or which arise under or in connection with the items set out above, the Licensee expressly waives any rights under California Civil Code Section 1542, which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN TO HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." 25. Personal to Licensee. This Agreement and rights granted hereunder are personal to Licensee and may not be transferred in whole or part without the prior written consent of City, which City may withhold in its sole and absolute discretion. 26. Entire Agreement. This Agreement, including all Exhibits (which are hereby incorporated by reference), contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. No waiver of any condition in or breach of, and no alteration, modification, or termination of this Agreement shall be valid unless made in writing and signed by the waiving party. 27. Collusion. Licensee represents and covenants to City that Licensee did not, either directly or indirectly, enter into any combination or arrangement with any person or corporation or enter into any agreement, participate in any collusion, or otherwise take any action in the restraint of free, competitive bidding. 28. Miscellaneous. This Agreement shall be deemed to be jointly prepared the parties and any ambiguities or uncertainties herein shall be construed neither for nor against either of the parties. The words “including” and “included,” shall be interpreted as though followed by the words “without limitation.” The invalidity of any provision of this Agreement as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof. The individual executing this Agreement on behalf of Licensee has full power and authority to execute and deliver the Agreement on behalf of Licensee. This Agreement is not intended and shall not be construed to create any third-party benefit. If any action is brought by either party against the other under this Agreement, the prevailing party shall be entitled to recover, and the other party agrees to pay, all attorneys’ and other fees and costs fixed by the court. ATTY/AGR.2023.106/Redwood City Downtown Business Group (EPS Fees Audit and Reporting) (Page 9 of 16)