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City Draft <br /> 6128/13 <br /> To the City: City of Redwood City <br /> Attn: City Manager <br /> 1017 Middlefield Road <br /> Redwood City, CA 94063 <br /> (650) 780-7200 (Telephone) <br /> Witl�.a copy to: City af Redwood City <br /> Attn: City Attorney <br /> 1017 Middlefield Road <br /> Redwood City, CA 94063 <br /> (6S0) 780-7200 (Telephone} <br /> 8.6 Warranty Against Payment of Consideration for Agreement. The Developer <br /> represents and warrants that: (i) the Developer has not employed or reta�ned any Person to <br /> solicit or secure this Ageement upon an agreernent or understanding for a commission, <br /> percentage, brokerage, or contingent fee, excepting bona fide employees of the Developer and <br /> (ii} no gratuities, in the form of entertairunent, gifts or otherwise have been or will be given by <br /> the Developer or any of its agents, employees or xepresentatives to any elected or appointed <br /> official or employee of the City in an attempt to sec�re this Agreement or favorable terms ar <br /> condi�ions for this Agreement. Breach af the representations or warranties of this Sec�ion 8.6 <br /> shall automatically �erminate this Agreement, without further notice to or action by either Party <br /> ar�d the Developer shall unmediately refund any payments made to the D�veloper by the City <br /> pursuant to this Agreement,grior to the date of any such ternunation. <br /> 8.7 Reiationship of Parties. The Parties each understand and agre� that the City and <br /> the Developer are independent contracting entities and do not intend by this Agreement to cxeate <br /> any partnership, joint venture, or similar business arrangeznent, relationship or association <br /> between them. <br /> 8.8 Survival of Agreement. All of the provisions of this Agreement shall be <br /> applicable to any dispu�e between the Parties arising from this Agreement, whether prior to or <br /> foilowing expira�ion or termination of this Agreement, until any such dispute is finally and <br /> cornpletely resolved between the Parties, either by written settlement, entry of a non-appealable <br /> judgment ar expiration of all applicable statutory limitations periods and all terms and conditions <br /> of this Agreement relating to dispute resolution and limitations on damages or remedies shall <br /> survzve any expiration or termination of this Agreement. <br /> 89 Conflict of Interest. No member, officer, afficial or employee of tlae City having <br /> any conflict of interest, direct or indirect, related to this Agreement, the Site or the develapment <br /> or operation of the Project shall participate in any decision relating to this Agreement. The <br /> Parties represent and warrant that they do nat have knowledge of any such conflict of interest. <br /> 8.10 Nan-liabiiity of Officials, Employees and Agents. No City Party shall be <br /> personally liable to the Developer, or any successor in interest of the Developer, in the even� of <br /> any Default or breach by the City under this Agreement or far any amount that may become due <br /> 82483.D00091757131210 59 <br />