RecD06 2006-150659 - Laserfiche WebLink

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other places or times mutually agreed upon by the parties. The City/District and Keech shall each be entitled to three (3) representatives at such meetings. The City Manager shall designate such representatives on behalf of the City and District, and the President of the general partners of Keech shall designate Keech's respective representatives; provided that the City and the District acknowledge and agree that Keech, in its sole and absolute discretion, shall have the right but not the obligation to grant revocable proxies to each of the Shores Business Center Association and the Redwood Shores Owners Association for each such Association to designate one representative in lieu of Keech's designated representative and that Keech shall have the right to revoke such proxies in accordance with the revocation provisions set forth in such proxies; and further provided, that Keech acknowledges and agrees that the City Manger, on behalf of the City and the District, in his or her sole discretion, shall have the right but not the obligation to grant a revocable proxy to the Redwood Shores Community Association to designate one representative in lieu of one City/District designated representative and that the City/District shall have the right to revoke such proxy in accordance with the revocation provisions set forth in such proxy. Any of the foregoing Associations which designate representatives to the GID Committee pursuant to revocable proxies shall be entitled to receive all agendas, notices and other communications with respect to all quarterly meetings in addition to the City, the District and Keech. No other persons or entities shall be entitled to representation at such meetings unless otherwise agreed by mutual consent of the parties hereto. All actions taken at such meetings shall require the mutual consent of the parties hereto. (t) Any decisions or approvals of City and/or District required by this Agreement, including, without limitation, commitment of Fund monies for construction or reimbursement or adjustment of the Rate Schedule in accordance with paragraph 6(c), shall be effected, on behalf of the City, or District, by motion of the City Council, also acting as the Board of Directors of District, at a regularly scheduled meeting. 9. Land Use: Annual Review. The land use, permitted uses and density or intensity of use for the Redwood Shores Property are set forth in the City's General Plan and Zoning Ordinance, as the same may be amended from time to time. Pursuant to the provisions of Government Code Section 65865.1, the parties hereto shall, on an annual basis, at one ofthe regularly scheduled quarterly review meetings, review the good faith compliance of Keech to this Agreement, with respect to its proposed developments. If as a result of such review City determines, on the basis of substantial evidence, that Keech or its successors in interest to the land, have not complied in good faith with terms and conditions hereof, City may terminate the Agreement, subject to the provisions of paragraph 11 below. 10. Other Obligations. It is expressly understood and agreed by the parties hereto that the provisions of this Agreement and the obligations to be incurred by Keech or its successors, are separate and independent obligations, and have no effect whatsoever upon other obligations that the parties or their successors may incur or have incurred with respect to the development of the subject real property. 11. Termination: Disposition of Fund. (a) This Agreement may be terminated with or without cause by any of the parties hereto upon six (6) months' prior written notice to the other parties; provided that, should KP A TTON :mds:RSP.4345\Agreement.DOC F:Atty/ Agr/ AmendGID64.8 07]003 7