Reso 2020-039 - Laserfiche WebLink

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38 specifically set forth as surviving the termination or expiration of this Agreement. The termination or expiration of this Agreement shall not affect the validity of the Project Approvals for the Project. 5.6.3. Termination by City. Notwithstanding any other provision of this Agreement, City shall not have the right to terminate this Agreement with respect to all or any portion of the Property before the expiration of its Term unless there is an alleged Event of Default by Developer and such Event of Default is not cured pursuant to this Article 5 and Developer has first been afforded an opportunity to be heard regarding the alleged default before the City Council and this Agreement is terminated only with respect to that portion of the Property to which the default applies. 5.6.4 Termination With Respect to Property Conveyance. Notwithstanding the foregoing, either party hereto shall have the right to terminate its obligations with respect to the conveyance of a specific Element of the conveyance of the Property if the conditions precedent to such conveyance have not been satisfied or waived prior to the date set forth therefor in the Schedule of Performance. In the event that a specific Element or Elements of the Property conveyance is terminated as provided in this Section 5.6.4, the parties’ obligations with respect to the other Elements of the Property which have not been terminated shall remain in full force and effect. ARTICLE 6. COOPERATION AND IMPLEMENTATION 6.1. Further Actions and Instruments. Each Party to this Agreement shall cooperate with and provide reasonable assistance to the other Party and take all actions necessary to ensure that the Parties receive the benefits of this Agreement, subject to satisfaction of the conditions of this Agreement. Upon the request of any Party, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 6.2. Regulation by Other Public Agencies. Other public agencies not within the control of City may possess authority to regulate aspects of the development of the Property separately from or jointly with City, and this Agreement does not limit the authority of such other public agencies. Nevertheless, City shall be bound by, and shall abide by, its covenants and obligations under this Agreement in all respects when dealing with any such agency regarding the Property. To the extent that City, the City Council, the Planning Commission or any other board, agency, committee, department or commission of City constitutes and sits as any other board, agency, commission, committee, or department, it shall not take any action that conflicts with City’s obligations under this Agreement unless required to by any State or Federal law.