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OAK #4843-3885-9090 v10 Exhibit F-68 ATTY/AGR/2018.094/STRADA DOCKTOWN DEVELOPMENT AGREEMENT REV: 05-03-18 PR Page 68 of 93 c. City shall have delivered through Escrow the executed, acknowledged and recordable Maple Street Grant Deed sufficient to convey title to the Maple Street Vacation Area as set forth in Section 4.2. d. City shall have delivered through Escrow an Acceptance of Irrevocable Offer and a Non-Foreign Transferor Declaration duly executed and in the form provided by Escrow Agent. e. City shall not be in default of any of its obligations under the terms of this Agreement, and all of City’s representations and warranties made as of the Effective Date shall continue to be true and correct as of the Close of Escrow. The failure of any of the conditions set forth above shall constitute a failure of a condition precedent to Closing, and in such event, Strada shall give City written notice of the failure of such condition. The City shall have thirty (30) days from receipt of said notice to cure such failure. In the event that the City does not cure such failure with said timeframe, Strada may elect to (i) waive such condition or (ii) terminate its obligations under this Agreement without further liability to City. Strada’s election to complete the exchange notwithstanding the failure of one or more conditions shall constitute a waiver of such condition(s) by Strada. 9. Permission to Enter on Exchange Properties. Strada shall have until the Close of Escrow to enter upon the Maple Vacation Street Area and, at its expense, to perform any and all studies that Strada desires on the Maple Street Vacation Area, including a Phase II toxics test, soils tests, and any other related investigations Strada elects to perform, provided Strada notifies City in advance of what tests will be performed, the time of such tests, and the entity performing such tests. Strada shall enter into a right of entry agreement with City, in form reasonably acceptable to the City Attorney, indemnifying City from and against any claims, demands, expenses or liabilities which arise from or relate to Strada’s inspections and/or testing of the Maple Street Vacation Area, except to the extent such claims result from City’s sole or active negligence. City shall have until the Close of Escrow to enter upon the Public Right-of-Way and Public Service Easement Area and, at its expense, to perform any and all toxics tests, soils tests, and any other related investigations City elects to perform to confirm Strada’s compliance with the terms of Section 10.1 below, provided City notifies Strada in advance of what tests will be performed, the time of such tests, and the entity performing such tests. City shall enter into a right of entry agreement with Strada, in form reasonably acceptable to Strada, indemnifying Strada from and against any claims, demands, expenses or liabilities which arise from or relate to City’s inspections and/or testing of the Public Right-of-Way and Public Service Easement Area, except to the extent such claims result from Strada’s sole or active negligence. 10. Condition of Exchange Properties. 10.1. Public Right-of-Way and Public Service Easement Area. Prior to dedication and conveyance of the Public Right-of-Way and Public Service Easement to the City, Developer shall make such investigations of the Public Right-of-Way and Public Service Easement Area as Strada deems necessary to confirm the absence of Hazardous Materials (defined in below) on, under or about the Public Right-of-Way and Public Service Easement Area, including within the soil and 6.4.B. - Page 93