Agmt10 R.C. Peninsula Park, LLC (2)

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shall be accomplished prior to the payment of the Purchase Price for a Facility (or the last Discrete Component thereof) and shall be evidenced by recordation of the acceptance thereof by the City Council or the designee thereof. Section 6.02. Facilities to be Owned by the City — Title Evidence. The Developer shall furnish to the City a preliminary title report for land with respect to Facilities to be acquired by the City and not previously dedicated or otherwise conveyed to the City, for review and approval at least fifteen (15) calendar days prior to the transfer of Acceptable Title to a Facility to the City. The City Engineer shall have no obligation to approve any title conditions contained in the preliminary title report that are not acceptable to the City. In the event the City does not approve the preliminary title report, the City shall not be obligated to accept title to such Facility and the City shall not be obligated to pay the Purchase Price for such Facility (or the last Discrete Component thereof) until the Developer has cured such objections to title to the satisfaction of the City. Section 6.03. Facilities Constructed on Private Lands. If any Facilities to be acquired are located on privately -owned land, the owner thereof shall retain title to the land and the completed Facilities until acquisition of the Facilities under Article V hereof. Pending the completion of such transfer, the Developer shall not be entitled to receive any payment for any such Facility or the last Discrete Component thereof. The Developer shall, however, be entitled to receive payment for Discrete Components (other than the last Discrete Component) upon making an irrevocable offer of dedication of such land in form and substance acceptable to the City Engineer. Notwithstanding the foregoing, upon written request of the City Engineer before payment for any Discrete Component of a Facility, the Developer shall convey or cause to be conveyed Acceptable Title thereto in the manner described in Sections 6.01 and 6.02 hereof. Section 6.04. Facilities Constructed on City Land. If the Facilities to be acquired are on land owned or controlled by the City, the City shall grant to the Developer a license or encroachment permit to enter upon such land for purposes related to the construction (and maintenance pending acquisition) of the Facilities. The provisions for inspection and acceptance of such Facilities otherwise provided herein shall apply. Section 6.05. Maintenance and Warranties; Utility Rebates. The Developer shall maintain each Discrete Component in good and safe condition until the Acceptance Date of the Facility of which such Discrete Component is a part. Prior to the Acceptance Date, the Developer shall be responsible for performing any required maintenance on any completed Discrete Component or Facility. On or before the Acceptance Date of the Facility, the Developer shall assign to the City, on a non - exclusive basis (but in any event in a manner sufficient for the City to independently exercise all rights thereunder), all of the Developer's rights in any warranties, guarantees, maintenance obligations or other evidence of contingent obligations of third persons with respect to such Facility. For a period of one (1) year following the final acceptance date, the Developer shall and hereby does guarantee all work, materials, parts, equipment and supplies included as part of any Facilities to be free from all defects due to faulty materials or workmanship. The Developer shall repair or remove and replace any and all such work, together with any other work which may be displaced in so doing, that is found to be defective by the City in workmanship and /or materials, -19-