RDA Agmt 2004 1040 Davis Partnership LLC

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No member, official or employee of the Agency shall make any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. 3.03 Non-Liability of Agency Officials, Employees and Agents. No member, official, employee or agent of the Agency or City of San Leandro shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Developer or successor or on any obligation under the terms of this Agreement. 3.04 Enforced Delay. In addition to specific provisions of this Agreement, performance by either Party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions (excluding those imposed by the Agency or the City) or priority; litigation (including suits filed by third parties concerning or arising out of this Agreement or suits challenging approvals of this Project by the City of San Leandro); weather or soils conditions which will necessitate delays; inability to secure necessary labor, materials or tools; delays of any contractor, sub-contractor or supplier; acts of the other Party; acts or failure to act of any public or governmental agency or entity (other than the acts or failure to act of the Agency); or any other causes beyond the control or without the fault of the Party claiming an extension of time to perform, The Party claiming such extension shall send written notice of the extension to the other within thirty (30) days from the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the Agency and the Developer by mutual agreement of Developer and the Executive Director unless the Executive Director, in his or her discretion, refers the matter of extension to the Agency Board. 3,05 Inspection of Books and Records. The Agency has the right at all reasonable times to inspect on a confidential basis the books, records and all other documentation of the Developer pertaining to its obligations under this Agreement. The Developer also has the right at all reasonable times to inspect the books, records and all other documentation of the Agency pertaining to its obligations under this Agreement. Said rights of inspection shall terminate upon the issuance of the Certificate of Completion with respect to the Agency's inspection of Developer's books and records. 3.06 Provision Not Merged With Deeds. None of the provisions of this Agreement are intended to or shall be merged by any Grant Deed transferring title to any real property the subject of this Agreement from Agency to Developer or any successor in interest, and any such Grant Deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. 3.07 Indemnity by Developer. Disposition and Development Page 1 S Agreement - 1040 Davis Street May 14, 2004 FINAL