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shall have the right to satisfy any such liens or encumbrances; provided, however, that <br />nothing in this Agreement shall require Shea, to pay or make provision for the payment <br />of any tax, assessment, lien or charge, so long as Shea in good faith shall contest the <br />validity or amount thereof, and so long as such delay in payment shall not subject the <br />Acquisition Parcels or any of them to forfeiture or sale. <br /> <br /> {}517 Certificates of Completion <br /> <br /> Promptly after completion of all construction to be completed by Shea for a <br />Project Phase, Shea may notify Agency that construction is complete and request <br />issuance of the Certificate of Completion. Agency shall issue the Certificate of <br />Completion after City staff have indicated to the Executive Director that the Project <br />Phase has been completed in conformance with the approved Vesting Tentative Map and <br />all other applicable codes and standards of the City. It is acknowledged that all or some <br />of the tenant improvements may not have.b/een completed at the time the Certificate of <br />Completion is requested; however, Agency will require that the exterior design elements <br />of the Project Phase (landscaping, building facades, and public area improvements) be <br />completed as planned before issuing a Certificate of Completion. <br /> <br /> The Certificates of Completion shall be in the form of Attachment 11 attached <br />hereto and incorporated by reference herein. Such Certificate of Completion shall be <br />conclusive determination of satisfactory completion of the construction required by this <br />Agreement upon the Project Phase and of full compliance with the terms of this <br />Agreement with respect to the development of such Project Phase. After issuance of such <br />Certificate of Completion, any party then owning or thereafter pumhasing, leasing or <br />otherwise acquiring any interest in any portion of the Shea Project Site covered by that <br />Certificate of Completion shall not (because of such ownership, purchase, lease or <br />acquisition) incur any obligation or liability under this Agreement, except that such party <br />shall be bound by any covenants contained in the deed, lease, mortgage, deed of trust, <br />contract or other instrument of transfer in accordance with the provisions of Article 6 of <br />this Agreement. Except as otherwise provided in Section 604, after the issuance of a <br />Certificate of Completion as to a Project Phase, neither Agency, the City nor any other <br />person shall have any rights, remedies or controls that it would otherwise have or be <br />entitled to exercise under this Agreement as a result of a Default in the performance of <br />any provision of this Agreement, all of which shall terminate as to such Project Phase <br />upon issuance of the Certificate of Completion for the Project Phase, and the respective <br />rights and obligations of the parties with reference to the Project Phase shall be limited <br />thereafter to those set foI'th in the Grant Deed or Grant Deeds relating thereto, which shall <br />be in accordance with the provisions of Section 312 of this Agreement. <br /> <br /> Agency shall not unreasonably withhold any Certificate of Completion. If <br />Agency refuses or fails to issue a Certificate of Completion after written request from <br />Shea, Agency shall, within ten (10) days of the next regularly scheduled Agency meeting <br />after such written request, provide Shea with a written statement of the reasons Agency <br />refused or failed to issue the Certificate of Completion. The statement shall also contain <br />Agency's opinion of the action Shea must take to obtain the Certificate of Completion. If <br />the reason for such refusal is confined to the immediate unavailability of specific items or <br />materials for landscaping, signage, etc., Agency shall issue its Certificate of Completion <br />upon the posting of a bond by Shea with Agency in an amount representing a fair value <br /> <br /> 30 <br />wc-21875 <br /> <br /> <br />