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

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personal property, including death, caused, or claimed to be caused, in whole or in part, by any design deficiencies or by performance of any work. The provisions of this Section 7.02 shall survive and continue after the termination of this Acquisition Agreement. ARTICLE VIII REPRESENTATIONS, WARRANTIES AND COVENANTS Section 8.01. Representations and Warranties of the Developer. The Developer represents and warrants for the benefit of the City as follows: A. Organization. The Developer is a limited liability company duly organized and validly existing under the laws of the State of Delaware, is authorized to conduct business in the State of California, and has the power to own its properties and assets and to carry on its business as now being conducted and as contemplated in this Acquisition Agreement. B. Authority. The Developer has the power and authority to enter into this Acquisition Agreement, and has taken all action necessary to cause this Acquisition Agreement to be executed and delivered, and this Acquisition Agreement has been duly and validly executed and delivered by the Developer. C. Binding Obligation. This Acquisition Agreement is a legal, valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms, subject to bankruptcy and other equitable principles. D. Requests for Payment. The Developer represents and warrants that (i) it will not request payment from the City for the acquisition of any improvements that are not part of the Facilities, and (ii) it will diligently follow all procedures set forth in this Acquisition Agreement with respect to the Payment Requests. E. Plans. The Developer represents that it has obtained or will obtain approval of the Plans for the Facilities or Discrete Components thereof to be acquired from the Developer hereunder from all appropriate departments of the City. The Developer further agrees that the Facilities to be acquired from the Developer hereunder have been or will be constructed in full compliance with such approved Plans and any supplemental agreements (change orders) thereto, as approved in the same manner. Section 8.02. Covenants of the Developer The Developer covenants for the benefit of the City as follows: A. Financial Records. Until the date which is one year following the Acceptance Date for the final Facility, the Developer covenants to maintain proper books of record and account for the construction of the Facilities and all costs related thereto. Such accounting books shall be maintained in accordance with generally accepted accounting principles, and shall be available for inspection by the City or its agent at any reasonable time during regular business hours on reasonable notice. -23- i