AgdaPkt 2020-10-26 Joint SA PFA - Laserfiche WebLink

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7.A. - Page 67 of 176 10/09/2020 from any and all manner of Claims or other compensation whatsoever, in law or equity, of whatever kind or nature, whether known or unknown, direct or indirect, foreseeable or unforeseeable, absolute or contingent, now existing or which may in the future arise, including lost business opportunities or economic advantage, and special and consequential damages, arising out of, directly or indirectly, or in any way connected with SCOA's obligation to comply with all Prevailing Wage Laws in connection with the Levee Improvements. SCOA is aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." INITIALS: SCOA: As such relates to this Section 13, SCOA hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code. 14. City's Right to Inspect and Observe Construction. Work and materials, and manufacture and preparation of materials, from beginning of construction until final completion and acquisition of the Levee Improvements, will be subject to inspection and (in the event of a material departure from the Final Construction Documents) rejection by City. SCOA will provide City representatives with proper and safe conditions for such access, provided that the City shall not interfere with the General Contractor. Inspection of the Levee Improvement work by or on behalf of City, or City's failure to do so, will not under any circumstances be deemed a waiver or approval of any non -conforming work. Any inspection, evaluation, or test performed by or on behalf of City relating to the work is solely for the benefit of City and will not be relied upon by SCOA or Owners. SCOA will not be relieved of the obligation to perform the work of constructing the Levee Improvements in accordance with the Final Construction Documents, nor relieved of any guaranty, warranty, or other obligation, as a result of any inspections, evaluations, or tests performed by City. 15. Acquisition/Acceptance of Levee Improvements/Purchase Contract. Prior to commencement of construction of the Levee Improvements, Owners, SCOA and City will enter a Purchase Contract ("Purchase Contract") in substantially the form attached hereto as Exhibit C for City's acquisition of the completed Levee Improvements for a fixed price equal to the lesser of the Final Project Costs and the Final Design and Construction Budget (adjusted as provided in Sections 3 and 11 and including any costs covered by the contingency allowance provided in Section 10) (the "Acquisition Price"). Upon SCOA's satisfactory completion of the Levee Improvements, approval thereof by the City Engineer, accreditation by FEMA of the New Levee, and determination of the Final Project Costs pursuant to Section 10 and the Acquisition Price as provided above: (i) City will acquire/accept the Levee Improvements; (ii) City will disburse the Initial Acquisition Price Payment to the Owners in accordance with the terms of the Purchase Contract; and (iii) on the day following such disbursement, interest will commence OAK #4819-4834-1908 v19 20 ATTY/AGR/2020.230/SEAPORT LEVEE AGREEMENT 249