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Accepting Office: First American Title Insurance Company National Commercial Services Address: 555 Marshall St., Redwood City, CA 94063 OR: NCS-42523-SM Filing Reference: INDEMNITY AGREEMENT I (Mechanics' Liens) II ð ~ f.m ÿi:/L THIS INDEMNITY AGREEMENT (this "Agreement") is made and entered into this Atlgust,;?.-2, 2004, by City of Redwood City, a Municipal corporation and The Redevelopment Agency of the City of Redwood City, hereinafter (individually and collectively, the "Indemnitor"), in favor of First American Title Insurance Company, a California corporation and its agents and employees (collectively "First American"). R E C I TAL S: A. Indemnitor is the owner of, and/or has, either directly or indirectly, an interest in, the Property or in a transaction involving the Property. B. Construction of certain improvements has or will commence on the Property. C. In connection with a contemplated transaction involving the Property, First American has been requested to issue one or more Title Policies in respect to the Property insuring against loss by reason of Mechanics' Liens. D. In connection with future transactions, First American may issue one or more Title Policies insuring against Mechanics' Liens and if First American, at its sole discretion, elects to so issue a Title Policy for the Property, it will do so in material reliance on each of the covenants, agreements, representations and warranties of Indemnitor set forth in this Agreement. NOW, THEREFORE, the parties hereto agree as follows: A G R E E MEN T: 1. DEFINITIONS: As used herein, the following terms shall have the following meanings: TERM: DEFINITION: Construction: Any and all work, construction and/or replacement or segregation of materials which may give rise to the right for liens to be filed against the Property under the applicable statutes and/or equitable laws of the State. Construction Costs: All costs, fees, expenses and/or obligations for labor, materials and/or services for or in connection with, the Construction. Effective Date: The date this Agreement becomes effective in accordance with Paragraph 3 below. Mechanics' Liens All liens or rights to lien existing against the Property or which subsequently attach or are claimed against the Property due to Construction. Policy Date: The date of issuance of a Title Policy for the Property. Property: That certain real property as described on Exhibit A attached hereto and incorporated herein by reference. State: The state in which the Property is located. Title Policy(ies): Policy or policies of title insurance issued by First American with respect to the Property insuring against loss or damage due to Mechanics' Liens. 2. REPRESENTATIONS, WARRANTIES AND COVENANTS. As of the Effective Date, Indemnitor shall be deemed to represent, warrant and covenant to First American as to the Property that (a) all sums due and owing for Construction on the Property have been paid or will be paid promptly and in full before the respective times for filing Mechanics' Liens affecting the Property; (b) Indemnitor has funds sufficient to pay all Construction Costs applicable to the Property; and (c) there are no Mechanics' Liens or potential Mechanics' Liens against the Property except as previously specified by Indemnitor in writing to First American. All representations, warranties and covenants contained herein are material to First American's decision to issue a Title Policy for the Property. .. . _,·..·".....~.·.o.