Agmt15 Hamiilton & Winslow Properties, LLC - DDA

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demand the return of its monies, papers or documents. Thereupon all obligations and liabilities of the parties under this Agreement shall cease and terminate. If neither the City nor the Developer shall have fully satisfied or waived all conditions precedent set forth herein, or fully performed all other acts to be performed before the time for conveyance established herein, no termination or demand for return shall be recognized until ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other party or parties at the address of its or their principal place or places of business. If any objections are raised within the ten (10)-day period, the Escrow Agent is authorized to hold all monies, papers and documents with respect to the Public Access Parcels and Sliver Parcel until instructed in writing by both the City and the Developer or upon failure thereof by a court of competent jurisdiction. If no such demands are made, the escrow shall be closed as soon as possible. Nothing in this Section 2.4 shall be construed to impair or affect the rights or obligations of the City or the Developer to specific performance. Any amendment of these Escrow instructions shall be in writing and signed by both the City and the Developer. At the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to the City or the Developer shall be in writing. Neither the City nor the Developer shall be liable for any real estate commissions or brokerage fees that may arise herefrom. The City and the Developer each represent that neither has engaged any broker, agent or finder in connection with this transaction. 2.5 Conditions Precedent to Close of Escrow. (a) Developer's Conditions to Close of Escrow. Notwithstanding any provision herein to the contrary, the Developer's acceptance of the Public Access Parcels and Sliver Parcel under this Agreement shall be subject to the satisfaction at ar before the Close of Escrow of all of the following conditions precedent: 1. The City shall have submitted to the Developer a Preliminary Report far the Public Access Parcels and Sliver Parcel, and the Developer shall have approved the conditions of title; 2. The Developer shall have completed its investigation of the Public Access Parcels and Sliver Parcel, and agreed to accept conveyance of the Public Access Parcels and Sliver Parcel in their"As Is" condition; 3. The Title Company is, upon payment for such policy plus any supplement or endorsements requested, irrevocably and unconditionally committed to issue the Title Policy to the Developer, at the Close of Escrow; 4. The Developer has received final approval by the City of Developer's application for a Tentative Parcel Map and Downtown Planned Community Permit (the "Project Approvals"). As used herein, "final ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA REV:08-18-15 VR Page 9 of 40 82483.00019\9644366.16