Agmt20 HCP, Met Life, SCOA - Laserfiche WebLink

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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 accruing on the balance of the Acquisition Price. Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that nothing in this Agreement addresses or determines the responsibility of any Party for future levee improvements, other than the Levee Improvements expressly contemplated by this Agreement. As more fully set forth in the Purchase Contract, Owners and SCOA will convey the Levee Improvements to City free and clear of all title exceptions and encumbrances except the Permitted Exceptions as that term is defined in the Purchase Contract. Owners will make the conveyance within 60 days following the completion of all punch -list items to the City's reasonable satisfaction, the delivery of warranty security to City as provided in Section 17 below, and the delivery to the City of the as - built record documents as provided herein below. Prior to City's acquisition of the Levee Improvements, SCOA, on behalf of itself and Met Life and HCP, will be solely responsible for maintaining the quality of the Levee Improvements work and maintaining safety at the Levee Improvements work site. Prior to City's acquisition of the Levee Improvements, SCOA will also provide "as -built" record documents for the Levee Improvements, prepared and certified by the project engineer. These as -built drawings will be provided in clearly marked hard copy and electronic native AutoCAD, or similar, formats, will be certified as being "as -built" and will reflect the work as actually constructed, with any and all changes incorporated therein. 16. Damages. SCOA will repair or replace all public improvements, public utility facilities, surveying monuments and other public facilities that are destroyed or damaged as a result of any Levee Improvements work and the costs of such repair and replacement will be included in the Final Design and Construction Budget or the Final Project Costs. SCOA will promptly notify the City Engineer of such damage and will obtain the City Engineer's approval of all repair and replacement work. City shall be under no obligation whatsoever to accept the Levee Improvements completed under this Agreement until such time as all repairs have been OAK 44819-4834-1908 v20 21