Approval for Beverly Boulevard

Approval for Beverly Boulevard

Parties and Recitals

This Approval Agreement ("Approval") is entered into by and between Owner: and Applicant: (collectively, the "Parties").

WHEREAS, Owner is the fee owner or authorized representative of the real property commonly known and addressed as: located on Beverly Boulevard; and

WHEREAS, Applicant seeks approval to undertake the work and improvements described in this Approval and attached exhibits, and Owner is willing to grant a limited approval subject to the terms and conditions set forth herein.

Scope of Work

The Parties agree that Applicant shall perform the following work at the Property. All work must conform to applicable codes, conditions set forth in this Approval, and any conditions listed in the attached Exhibits.

Payment Terms

Applicant shall pay Owner or the designated approving authority the consideration set forth below in exchange for this conditional approval. All sums are payable in United States dollars and are exclusive of any applicable taxes unless otherwise stated.

All invoices are due within the period specified in the Payment Schedule. Any undisputed late payment shall accrue interest at the rate specified above and the prevailing costs of collection, including reasonable attorney fees, if applicable.

Term and Termination

This Approval shall commence on the Effective Date and continue until the Completion Date or earlier termination in accordance with this Agreement.

Either Party may terminate this Approval for material breach that is not cured within the notice period specified above or for cause where immediate termination is reasonably required to prevent harm to persons or property. Termination does not relieve Applicant of obligations to remediate or restore the Property as required herein.

Conditions of Approval

Approval is conditioned upon Applicant obtaining and maintaining all necessary permits, licenses, notices and inspections, and upon compliance with any conditions attached by Owner or approving authorities. Applicant shall notify Owner in writing of any change in the scope of work and obtain written consent prior to proceeding with such change.

Confidentiality

For purposes of this Approval, "Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or which reasonably should be understood to be confidential. Recipient shall not disclose Confidential Information to third parties except as required by law, court order, or to its professional advisors subject to confidentiality obligations. Recipient shall use Confidential Information solely to exercise its rights and perform its obligations under this Approval.

The obligations in this Confidentiality clause shall survive termination of this Approval for a period of five (5) years, or longer as required for trade secrets under applicable law. Breach of this clause shall entitle Discloser to injunctive relief in addition to any other remedies.

Applicant acknowledges its obligations under the Confidentiality provision and confirms that it has provided an internal contact for communications:

Representations and Warranties

Each Party represents and warrants that it has the full corporate or individual power and authority to enter into this Approval; that the person signing on its behalf is duly authorized to do so; and that entering into and performing under this Approval does not violate any agreement or obligation of such Party.

Governing Law

This Approval shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. The parties expressly submit to the exclusive jurisdiction of state and federal courts located in the county in which the Property is located for any dispute arising under this Approval, subject to the Parties' right to seek injunctive relief in any court of competent jurisdiction.

Indemnification

Applicant shall indemnify, defend and hold Owner and its agents, officers and employees harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorney fees) arising out of Applicant's performance of the Scope of Work, except to the extent caused by Owner's gross negligence or willful misconduct.

Entire Agreement

This Approval, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by both Parties.

Miscellaneous Provisions

Notices under this Approval shall be delivered to the addresses below. Failure to enforce any provision shall not constitute a waiver. If any provision is held invalid, the remainder shall remain in full force and effect.

Approval Determination

By executing below, Owner grants Applicant the conditional approval described herein, subject to compliance with all terms, attachments, and any municipal or regulatory conditions.

Applicant's proposed work described in the Scope of Work is approved subject to the terms of this Approval.

Applicant acknowledges receipt of all conditions, exhibits and permits listed in Attachments and agrees to comply.

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