Agmt12 Redwood City Kiwanis Club-Revocable License Agreement

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or hereinafter arising, which arise from or relate in any manner to the sale of the Farmers' Market Area, the full or partial termination of Licensee's right to use the Farmers' Market Area as permitted under this Agreement, or the relocation of Licensee's business operations or the relocation of any person or persons, business or businesses, or other occupant or occupants located on the Farmers' Market Area, including, without limitation, the specific waiver and release of any right to any relocation benefits, assistance and/or payments under Government Code Sections 7260 et seq. ("Relocation Assistance Law"), notwithstanding that such relocation assistance, benefits and/or payments may be otherwise required under the Relocation Assistance Law or 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 WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." 26. 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. 27. Entire Apreement. 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. 28. 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. ATTYIAGRI2012.029IFARMERS MARKET LICENSE -KIWANIS REV:03-27-12 Page 9 of 14