Agmt01 Western Innisfree Ventures LLC

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§1003 Agreement Not Induced by Developer's Payment Developer warrants that this Agreement is the result of the undertakings of the parties pursuant to the ER_N, as from time to time amended, and that other than those undertakings Developer has not paid or given, and will not pay or give, any money or other consideration to induce the Agency to enter into this Agreement. §1004 Enforced Delay: Extension of Times of Performilnce In addition to the specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in Default, and all performance and other dates specified in this Agreement and the Schedule of Performance shall be extended, where delays or Defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics, quarantine restrictions; fi.eight embargoes; lack of transportation; governmental restrictions or priority; litigation, including delays beyond the reasonable control of the Agency in concluding eminent domain proceedings or related legal proceedings instituted by the Agency to acquire and vacate the Acquisition Parcels; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any subcontractor, contractor or supplier; acts or omissions of the other party; acts or the failure to act of the City or any other public or governmental agency or entity (except that the acts or failure to act of the Agency shall not excuse performance by the Agency); or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay (taking into account reasonable startup and remobilization time) and shall commence to mn from the time of the commencement of the cause if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. If notice by the party claiming an extension is sent to the other party more than thirty (30) days after the commencement of the cause, the extension period shall commence to mn only thirty (30) days prior to the giving of such notice. Times of perfozmance under this Agreement may also be extended in writing by the mutual agreement of the Agency and Developer. {}1005 Inspection of Books and Records The Agency has the right at all reasonable times to inspect the books and records of Developer pertaining to the Project Site as pertinent to the purposes of this Agreement. Developer also has the fight at all reasonable times to inspect all public records of the Agency pertaining to the Project Site as pertinent to the purposes of this Agreement. §1006 Requests for Amendments to this Agreem¢llt Developer and the Agency agree to mutually consider reasonable requests for amendments to this Agreement which may be made by Developer, lending institutions, or the Agency, provided said requests are consistent with this Agreement and would not substantially alter the basic business terms included herein. §1007 Counterparts: Advice of Counsel: Waivers and Amendments This Agreement may be executed in three (3) or more counterparts, each of which is deemed to be an original. Each party acknowledges that it sought and received legal advice from its own independent counsel regarding all aspects of this Agreement, and that it entered into this 45 DOC$SFl:495065.9 9975-5 NWN