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7.5. Time of the Essence. TIME IS OF THE ESSENCE IN THESE <br />INSTRUCTIONS AND ESCROW IS TO CLOSE ON OR BEFORE JUNE I, 2020. If this Escrow <br />is not in condition to close by such date, then the Party who has fully complied with this Agreement <br />may, in writing, demand the return of its money or property; provided, however, no demand for <br />return shall be recognized until five (5) days after Escrow Agent shall have mailed copies of demand <br />to all other Parties at the respective addresses shown in Section 19, below, and if any objections are <br />raised within such five (5) day period, Escrow Agent is authorized to hold all money, papers and <br />documents until instructed by a court of competent jurisdiction or mutual instructions. <br />7.6. Escrow Agent Responsibility. The responsibility of the Escrow Agent under <br />this Agreement is expressly limited to Sections 1, 2, 3, 4, 5, 6, 7, 8, and i l of this Agreement and <br />to its liability under any policy of title insurance issued in regard to this Escrow. <br />7.7. Escrow Fees, Charges and Costs. City and Strada shall each pay one-half of <br />all usual fees, charges, and costs which arise in this Escrow. <br />7.8. FIRPTA. Strada and City agree to execute and deliver as directed by Escrow <br />Agent any instrument, affidavit, and statement, including without limitation a Non- Foreign <br />Transferor Declaration, and to perform any act reasonably necessary to comply with the provisions <br />of FIRPTA and any similar state act and regulation promulgated thereunder. If the provisions of <br />FIRPTA or similar state act apply to the transaction memorialized in this Agreement, and unless is <br />Strada not a "foreign person" or an exemption applies, the Escrow Agent shall charge and collect <br />from Strada all amounts necessary to comply with all applicable provisions of FIRPTA and any <br />similar state act. <br />7.9. Tax Requirements. Escrow Agent shall prepare and file with all appropriate <br />governmental or taxing authorities a uniform settlement statement, closing statement, tax <br />withholding forms including an IRS 1099-S form, and be responsible for withholding taxes, if any <br />such forms are provided for or required by law. <br />7.10. Transfer Taxes. Strada shall pay transfer taxes, if any, due in connection <br />with the Exchange. <br />Conditions Precedent to Close of Escrow. <br />8.1. City's Conditions Prior to Closing. The obligation of the City to complete <br />the Exchange is subject to the satisfaction or waiver by City of all of the following conditions: <br />a. No challenge, appeal, or referendum has been initiated related to any <br />of the Existing Approvals within thirty-five (35) days after the City's posting of California <br />Environmental Quality Act notice of determination related to the Existing Approvals, or, if <br />challenge, appeal, or referendum has been filed, such challenge, appeal, or referendum has <br />been finally resolved in a manner acceptable to City in its reasonable discretion. <br />Exhibit F-66 <br />OAK #4843-3885-9090 v I 1 <br />ATTY/AGR/2018.094/STRADA DEVELOPMENT AGREEMENT <br />REV: 07-27-18 VR <br />Page 66 of 94 <br />