AgdaPkt 2021.02.08 Joint SA PFA - Laserfiche WebLink

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8.A. - Page 28 of 154 e. Developer shall not be in default of any of its obligations under the terms of this Agreement, and all of Developer's representations and warranties made as of the Effective Date shall continue to be true and correct as of the Close of Escrow. f. City shall have approved the condition of title to the Public Right - of -Way and Public Service Easement Area and, to the extent City's requests an owner's policy of title insurance, Escrow Agent shall have committed to deliver to City a title insurance policy as required by Section 5 hereof. g. Developer shall have conducted an investigation of the Public Right -of -Way and Public Service Easement Area and shall have completed any and all remediation work due to the presence of any Hazardous Materials located on, in or under the Public Right -of -Way and Public Service Easement Area to the satisfaction of all applicable regulatory agencies, as provided in Section 10.1 below. The failure of any of the conditions set forth above, shall constitute a failure of a condition precedent to Closing, and in such event, City shall give Developer written notice of the failure of such condition. Developer shall have thirty (30) days from receipt of said notice to cure such failure. In the event that Developer does not cure such failure with said timeframe, City may elect to (i) waive such condition or (ii) terminate its obligations under this Agreement without further liability to Developer. City's election to complete the exchange notwithstanding the failure of one or more conditions shall constitute a waiver of such condition(s) by City. 8.2. Developer's Conditions Precedent to Closing. The obligation of Developer to complete the Exchange is subject to the satisfaction or waiver by Developer of all of the following conditions: a. No challenge, appeal, or referendum has been initiated related to any of the Existing Approvals within thirty-five (35) days after the City's posting of a California Environmental Quality Act notice of determination related to the Existing Approvals, or, if challenge, appeal, or referendum has been filed, such challenge, appeal, or referendum has been finally resolved in a manner acceptable to Developer in its reasonable discretion. b. City shall have made all required findings and issued all required approvals, in its sole discretion, with regard to the vacation of the Maple Street Vacation Area, and shall have taken all actions necessary to accomplish the City Vacation Action. C, City shall have delivered through Escrow the executed, acknowledged and recordable Maple Street Quitclaim Deed sufficient to convey City's right, title and interest in and 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. REV: 01-21-20201 PR ATTY/AGR.2021.01111548 Maple LLC (Page 6 of 25) 240