Agmt13 Redwood City Partners, LLC

Browse Search

unconditional acceptance of the condition of the City Property shall constitute the Developer's representation and warranty to the City that the Developer has received assurances acceptable to the Developer by means independent of the City or any agent of the City of the truth of all facts material to the Developer's acquisition of the City Property pursuant to this Agreement, and that the City Property is being acquired by the Developer as a result of its own knowledge, inspection and investigation of the City Property and not as a result of any representation(s) made by the City or any employee, official, consultant or agent of the City relating to the condition of;the City Property, unless such statement or representation is expressly and specif'ically set forth in this Agreement. The City hereby expressly and specifically disclaims any express or implied warranties regarding the City Property,except as expressly set forth in this Agreement. 2.5 Work Product. If City terminates this Agreement due to default of Developer, without the Developer acquiring the City Property, the Developer shall deliver or cause to be delivered to the City, within twenty(20)days after the City's written request and at no cost to the City, all Work Product. City understands and acknowledges that Developer shall deliver the Work Product to the City,pursuant to this Section 2.5,without representation or warranty of any kind. The Developer shall take such actions and make such payments as may be necessary to preclude any claim against the City or the City Property for any sums owing regarding the Work Product. The Developer shall defend, indemnify and hold the City harmless from all Claims associated with any actual or alleged failure of the Developer to pay any amount regarding any Work Product. The Work Product shall be deemed assigned to the City, without the execution of any additional documents, upon a termination of this Agreement for any reason. However, the : Developer shall, if requested by the City, execute such other documents as the City reasonably requests, to further document the assignment of the Work Product to the City. 2.6 City Pre-Closing Document Approval. 2.6.1 Developer Delivery of Documents. The Developer shall deliver all of ' the following described documents to the City, at least, forty-five (45) calendar days prior to the Escrow Closing Date: (a) All Insurance Documents; ' (b) The Loan Documents (if applicable); (c) The Construction Contract; (d} Any covenants, conditions or restrictions proposed for the Site; and (e) Evidence of the Developer's Equity Investment. 2.6.2 City Approval. Within thixty(30)calendaz days after the City receives any item required to be delivered to the City by the Developer pursuant to Section 2.6.1,the City ' shall Notify the Developer whether or not such submitted matter is reasonably acceptable to the City. Any Notice from the City stating that a particular submitted matter is not acceptable to the City shall also state the actions that the City reasonably believes are required to make such zo 2013.118/BLOCK 2 HUNTER STORM ' REV:07-26-13 PT