Section 4. 1. Make-Ready Work. Pursuant to the Predevelopment Funding Agreement, Stadco is preparing design documents for the Make-Ready Work, which documents are subject to the Stadium Authority's approval. Subject to the conditions set forth in Section 4.2 of this Agreement, the Stadium Authority will commence the Make-Ready Work prior to the Close of Escrow in accordance with the terms of this Agreement. The Parties shall cooperate and use good faith efforts to satisfy the conditions in Section 4.2 of this Agreement so as to allow commencement of the Make-Ready Work in January, 2012.
Section 4.2. Conditions to Commencement of Make-Read. The conditions set forth in this Section 4.2 are intended for the mutual benefit of the Stadium Authority and Stadco, and if any such condition is not satisfied, each Party shall have the right, in its sole discretion, to waive in writing the condition in question.
Section 4.3. Competitive Bidding. The Stadium Authority shall competitively bid the Make-Ready Work Construction Contract and, if determined to be appropriate, shall award the Make-Ready Work Construction Contract to the lowest responsive and responsible bidder, all in a manner generally consistent with the City's standard process for bidding public works projects. Prior to issuance of any hid packages, the Stadium Authority shall provide the City's Public Works Director with a copy of the bid package as well as the proposed process for soliciting bids and selecting contractors, all of which documents and process shall be subject to the prior approval of Stadco. No bid package shall be issued or bids awarded until the City's Public Works Director has approved the hid package. Promptly following Stadco's request, the Stadium Authority shall submit to Stadco all bid documents and all documents relating to the contractor and subcontractor selection process.
Section 4.4. Make-Ready Work Funding. If the Make-Ready Work commences prior to Close of Escrow, Stadco shall advance to the Stadium Authority prior to the commencement of'construction an amount equal to the contract amount due under the Make-Ready Work Construction Contract plus fifteen percent (15%) (the "Make-Ready Deposit"). Prior to the date of this Agreement and pursuant to the Predevelopment Funding Agreement, the Stadium Authority has advanced funds to Stadco in the amount of Four Million Dollars ($4,000,000) to fund preliminary design, permitting and construction for the Make-Ready Work ("Initial Make-Ready Work Funds"), and these funds may be used by Stadco to fund the Make-Ready Deposit. Amounts in excess of the Initial Make-Ready Work Funds advanced by Stadco to fund the Make-Ready Deposit will be reimbursed to Stadco by the Stadium Authority, in accordance with the Funding Agreement and the Final Development Budget. In the event the Close of Escrow does not occur, any funds advanced by Stadco in excess of the Initial Make-Ready Work Funds advanced by Stadco to fund the Make-Ready Deposit shall be repaid by the Stadium Authority, but only from funds other than funds of the Stadium Authority that (a) were received by the Stadium Authority from the Agency, (b) are required to pay other costs incurred by the Stadium Authority in furtherance of the Stadium Project that are included in the budget approved by the Board, and (c) the Stadium Authority cannot, consistent with applicable Law and its other contractual covenants, use to pay for Make-Ready Work costs. The provisions of this Section 4.4 shall survive the termination of this Agreement.
Section 4.5. Improvement Agreement and Security. Certain components of the Make-Ready Work are required as conditions to approval of the Subdivision Map. Prior to the commencement of the Make-Ready Work, the Stadium Authority shall enter into an improvement agreement with the City pursuant to Section 17.05.650 of the Municipal Code of' the City, the form of which shall be subject to Stadco's reasonable approval, providing for the completion of those components of the Make-Ready Work (the "Improvement Agreement"). As and to the extent required by the Improvement Agreement, the Make-Ready Deposit shall be deposited by the Stadium Authority with the City or a responsible escrow agent or trust company to provide for any security required under Section 17.05.660 of the Municipal Code of the City for the Make-Ready Work that is subject to the Improvement Agreement.
Section 4.6. Compliance with Approvals and Applicable Law. Prior to the Close of Escrow, Stadco shall supervise the Make-Ready Work in accordance with the Make-Ready Work Agency Agreement. From and after the Close of Escrow, Stadco, as Construction Agent, shall supervise the Make-Ready Work under the Construction Agency Agreement. In its capacity under, and in accordance with, each of the Make-Ready Work Agency Agreement and the Construction Agency Agreement, as applicable, Stadco shall use Professional Efforts to cause the Make-Ready Work to he performed in compliance with the requirements of the Make-Ready Work License, other third party approvals, if any, and all applicable Laws now in force or that may be enacted hereafter, (including, without limitation, the prevailing wage provisions of Sections 1770 et seq., of the California Labor Code).
Section 4.7. Acceptance of Make-Ready Work. Upon completion of the Make-Ready Work and its acceptance by the City, the Make-Ready Work License shall terminate, and the Parties will cause the Team Make-Ready Work License to terminate. As a condition of acceptance of the Make-Ready Work, the Stadium Authority shall cause the contractor responsible for constructing the Make-Ready Work to provide to the City a warranty for all Make-Ready Work items, which warranty shall not expire any sooner than the one year anniversary date for the Completion of the Stadium.
Section 4.8. Assignment of Work Product. Prior to the issuance of bid documents for the Make-Ready Work, Stadco shall assign to the Stadium Authority, pursuant to a form of assignment prepared by Stadco and approved by the Stadium Authority, and the Stadium Authority shall accept assignment from Stadco, all of Stadco's right, title and interest in the permits and entitlements or work products obtained or created in connection with the Make-Ready Work.
