AgdaPkt 2020-11-16 Special - Laserfiche WebLink

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5.A. - Page 213 of 302 8.3. Seller's Conditions. The obligation of Seller to render performance under this Agreement is subject to the following conditions precedent (and conditions concurrent with respect to deliveries to be made by the parties at Closing) ("Seller's Conditions"), which conditions may be waived, or the time for satisfaction thereof extended, by Seller only in a writing executed by Seller: 8.3.1. Discretionary Approvals for the Development. Buyer shall have obtained all discretionary approvals necessary for the Development, any environmental review document prepared in conjunction with such discretionary approvals shall have been certified or approved, and any periods to appeal or challenge the Development, the approvals or the environmental review of the Development, shall have expired, without the filing of any appeal or challenge to the Development, or any such challenge or appeal has been concluded and the discretionary approvals have been upheld. Processing of the Shasta Right of Way vacation pursuant to Condition of Approval , adopted by City Council Resolution on , shall not be deemed a discretionary approval required for satisfaction of this condition. 8.3.2. Developer Assurances. Buyer shall have delivered to Seller at least three (3) business days prior to the Closing both of the following: a. A letter of credit in an amount of Five Million Dollars ($5,000,000) ("Letter of Credit"). The Letter of Credit shall be from a nationally recognized institutional lender, shall be irrevocable and shall provide that Seller may draw upon the Letter of Credit if Buyer fails to Substantially Complete (as defined below) Building F by the earlier of (i) 36 months from the issuance of the demolition permit for the Property or (ii) 60 months from the recordation of the Final Subdivision Map for the Development. The Letter of Credit shall automatically terminate upon the Substantial Completion of the Relocation Housing Units. b. A Guaranty substantially in the form attached to this Agreement as Exhibit "J" (the "Guaranty") from a guarantor acceptable to Seller, which determination shall be made by Seller after review of the Guarantor's financial statements, guarantying the payment to Seller of the cost of construction of the Replacement Housing Units minus the amount of the Letter of the Credit. The Guaranty shall automatically terminate upon the Substantial Completion of the Replacement Housing Units. The construction costs of the Replacement Housing Units shall be determined based on the per unit cost of construction of the residential units shown in the approved Building F Financing Plan, as such costs are increased each year from the date of the approval of the Building F Financing Plan by the increase in the Engineering News Record Construction Cost Index from the date of the approval of the Building F Financing Plan to the date that Seller calls on the Guaranty. For purposes of this Agreement, "Substantial Completion" or "Substantially Complete" shall mean the City has issued a certificate of occupancy or a temporary certificate of occupancy allowing the occupancy of the residential units. 8.3.3. Buyer Financing Plan for Building F. Seller shall have approved the Building F Financing Plan. ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE & SALE AGREEMENT 1306 MAIN ST REV: 11-05-2020 VR 1199\11\2925009.5 Page 17 of 84 216