Agmt17 MP Bradford Associates, LP - DDA

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failure to object within such period shall be deemed to be approval of the condition of title to the Property. If Developer reasonably objects to any Title Exception, City shall use reasonable efforts at City's expense to remove from title or otherwise satisfy each such exception in a form that is reasonably satisfactory to Developer no later than fourteen (14) days prior to the Closing Date. 3.6.1 Fee Title. The City will take reasonable actions necessary to deliver to Developer on the Closing Date fee title to the Property, in insurable form as determined by the Title Company. 3.6.2 State Lands Exchange. Prior to the Closing Date, City will (i) complete a land exchange with the State Lands Commission, (ii) if necessary, complete a lot -line adjustment pursuant to which Fee Parcel A2 and the Creekside Trail Parcel will be created, and (iii) cause Fee Parcel A2 to be released from the State Lands Trust. 3.7 City's Conditions to Closing_ City's obligation to convey the Property to Developer is conditioned upon the satisfaction of the terms and conditions set forth in this Section 3.7, unless any such condition is waived in writing by the City acting in the discretion of its Authorized Representative. (a) No Default. There shall exist no condition, event or act which would constitute a material breach or default by Developer under this Agreement or any other City Document, or which, upon the giving of notice or the passage of time, or both, would constitute such a material breach or default. (b) Representations. All representations and warranties of Developer contained herein or in any other City Document or certificate delivered in connection with the transactions contemplated by this Agreement shall be true and correct in all material respects as of the Close of Escrow. (c) Due Authorization and Good Standing. Developer shall have delivered to City copies of all of the following: (i) a certificate of good standing, certified by the Secretary of State, indicating that Developer is properly organized and authorized to do business in the State of California; (ii) copies of Developer's articles of incorporation and bylaws, each certified by Developer's corporate Secretary as accurate, complete, and in full force and effect; (iii) verification of Developer's tax-exempt status; and (iv) a resolution certified by Developer's corporate Secretary authorizing Developer's execution of and performance under this Agreement and the other City Documents. (d) Partnership Documents. Developer shall have delivered to City Developer's Partnership Agreement (as amended); Developer shall have delivered Developer's LP -1 and good standing certificate (each as updated); for each of Developer's general partners, Developer shall have delivered a good standing certificate, certified articles of incorporation/LLC-1, certified bylaws/operating agreement, and certified resolutions authorizing Developer to enter into the transactions contemplated hereby and to execute the City Documents, and as applicable, amendments thereto. ATY/AGR/2017.218/RWC — BRADFORD — DDA REV: 09-18-17 VR Page 11 of 94