Agmt13 Redwood City Partners, LLC

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To the City: City of Redwood City Attn: City Manager 1017 Middlefield Road Redwood City, CA 94063 (b50)780-7200 (Telephone) With a copy to: City of Redwood City Attn: City Attorney 101'7 Middlefield Road Redwood City, CA 94063 (650)780-7200 (Telephone) 8.6 Warranty Against Payment of Consideration for Agreement. The Developer represents and warrants that: (i) the Developer has not employed or retained any Person to solicit or secure this Agreement upon an agreement or understanding for a commission, . percentage, brokerage, or contingent fee, excepting bona fide employees of the Developer and (ii) no gratuities, in the form of entertainment, gifts or otherwise have been or will be given by the Developer or any of its agents, employees or zepresentatives to any elected or appointed official or employee of the City in an attempt to secure this Agreement or favorable terms or : conditions for this Agreement. Breach of the representations or warranties of this Section $.6 shall automatically terminate this Agreement, without further notice to or action by either Party and the Developer shall immediately refund any payments made to the Developer by the City ; pursuant to this Agreement,prior to the date of any such termination. 8.7 Relallonship of Parties. The Parties each understand and agree that the City and the Developer are independent contracting entities and do not intend by this Agreement to create any partnership, joint venture, or similar business arrangement, relationship or association ; between them. 8.8 Survival of Agreement. All of the provisions of this Agreement shall be ' applicable to any dispute between the Parties arising from this Agreement, whether prior to or following expiration or termination of this Agreement, until any such dispute is finally and completely resolved between the Parties, either by written settlement, entry of a non-appealable judgment or expiration of all applicable statutory limitations periods and all terms and conditions of this Agreement relating to dispute resolution and limitations on damages or remedies shall survive any expiration or termination of this Agreement. 8.9 Conflict of Interest. No member, officer, official or employee of the City having any conflict of interest, direct or indirect, related to this Agreement, the Site or the development or operation of the Project shall participate in any decision relating to this Agreement. The Parties represent and warrant that they do not have knowledge of any such conflict of interest. 8.10 Non-liability of Offcials, Employees and Agents. No City Party shall be personally liable to the Developer, or any successor in interest of the Developer, in the event of any Default or breach by the City under this Agreement or for any amount that may become due 59 2013.118/BLOCK 2 HUNTER STORM REV:07-26-13 PT �