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<br />ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE AND SALE AGREEMENT 1306 MAIN STREET
<br />REV: 12-14-2020 VR
<br />Page 72 of 82
<br />sale of the Property in accordance with this Agreement. The Owner's failure to execute, and deliver
<br />to the City, the Grant Deed, and any other document reasonably requested by the City, by the date
<br />set forth in the Option Notice shall constitute a default under this Agreement. In connection with
<br />the recordation of the Grant Deed in the Official Records, the Owner shall deliver to the City
<br />copies of any design contract(s) for Building F, any construction contract(s) for Building F, all
<br />plans and specifications for development of the Property, all permits and approvals obtained by,
<br />or on behalf, of Owner in connection with the Property, and all applications for permits and
<br />approvals not yet obtained but needed in connection with the Property (collectively, the "Assigned
<br />Development Documents"). The delivery of the Assigned Development Documents shall be
<br />accompanied by an assignment agreement, in form reasonably satisfactory to the City, of the
<br />Owner's right, title and interest in the Assigned Development Documents; provided however, that
<br />any use of the Assigned Development Documents by the City or any other person shall be without
<br />liability of any kind to the Owner, and without any representation or warranty of the Owner or its
<br />employees, as to the quality, validity, or usability of the Assigned Development Documents
<br />(c) Owner Release of Claims. The Owner understands and agrees that the
<br />Option is granted to provide the City a remedy in the event of a default by Owner in its obligation
<br />to Substantially Complete construction of the Replacement Housing Units by the Replacement
<br />Unit Completion Date as required by Section 13.1 of the Purchase Agreement, and that the Option
<br />may only be exercised by the City following such default under the Purchase Agreement and the
<br />expiration of any cure period applicable to such default. Therefore, the Owner further agrees that
<br />the consideration provided by the City to Owner for the Property, pursuant to this Agreement, as
<br />well as the rights granted to the Owner pursuant to the Purchase Agreement, is in full settlement
<br />of all claims the Owner has made or could have made against the City in connection with or related
<br />to the City's acquisition of the Property, including but not limited to, any amounts for relocation
<br />benefits and/or assistance pursuant to Government Code Sections 7260 et seq., loss of goodwill,
<br />inverse condemnation, unreasonable precondemnation activities, interest, costs, and litigation
<br />expenses. The Owner shall not be entitled to receive and hereby waives all rights to receive any
<br />compensation, damages, or other amounts by reason of such claims and, as more particularly set
<br />forth below, releases the City from any claim or cause of action for any damage related to the
<br />City's acquisition of the Property in accordance with the terms of this Agreement. The Owner
<br />shall be estopped from asserting such claims against the City. The release set forth in this Section
<br />includes claims of which the Owner is presently unaware or which the Owner does not presently
<br />suspect to exist which, if known by the Owner, would materially affect the Owner's release of the
<br />City. The Owner specifically waives the provision of any statute or principle of law that provides
<br />otherwise. In this connection and to the extent permitted by law, the Owner agrees, represents and
<br />warrants that the Owner realizes and acknowledges that factual matters now unknown to the Owner
<br />may have given or may hereafter give rise to causes of action, claims, demands, debts,
<br />controversies, damages, costs, losses and expenses which are presently unknown, unanticipated
<br />and unsuspected, and the Owner further agrees, represents and warrants that the waivers and
<br />releases herein have been negotiated and agreed upon in light of that realization and that the Owner
<br />nevertheless hereby intends to release, discharge and acquit the City from any such unknown
<br />causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses.
<br />Accordingly, the Owner, on behalf of itself and anyone claiming by, through or under the Owner,
<br />hereby assumes the above-mentioned risks and hereby expressly waives any right the Owner and
<br />anyone claiming by, through or under the Owner, may have under Section 1542 of the California
<br />Civil Code, which reads as follows:
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