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3. Developer shall have advanced the Parking Structure Security (as defined in <br />Section 518), as required in Section 518, in the form of cash or an unconditional irrevocable <br />Letter or Letters of Credit, in a manner conforming to the terms provided in Section 305(A), to <br />guarantee performance of Developer's Parking Structure construction obligations under this <br />Agreement. <br /> <br /> 4. City and Developer shall each have executed and delivered counterparts of the <br />Design Build Agreement (as defined in Section 518) as provided in Section 518(B). <br /> <br /> 5. City and Developer shall each have executed and delivered counterparts of the <br />Parking Rights Agreement (as defined in Section 518(E)) as provided in Section 518(E). <br /> <br /> 6. City and Developer shall each have executed and delivered counterparts of the <br />Maintenance Agreement (as defined in Section 519) as provided in Section 519. <br /> <br /> 7. Developer shall not be in Default under this Agreement and no event shall have <br />occurred and no condition shall exist which, with the giving of notice or the passage of time, or <br />both, would become a Default by Developer hereunder. <br /> <br /> B. Conditions for Developer's Benefit. <br /> <br /> The following conditions, which are intended to be for the benefit of Developer, shall <br />have been fulfilled or waived by Developer in writing not later than thirty (30) days prior to the <br />scheduled date for close of Escrow. <br /> <br /> 1. Developer shall have approved the condition of title for the Agency, City-Transfer <br />and Acquisition Parcels pursuant to Section 311. <br /> <br /> 2. The Project Approvals, and all other Agency or City discretionary approvals for <br />the Project shall have been issued, all requirements of CEQA shall have been complied with, and <br />all time periods for appeal or legal statutes of limitation for challenging the same shall have <br />expired, on temps and conditions approved by Developer, or, if such a challenge has been filed, a <br />resolution of such challenge satisfactory to the Developer shall have occurred. <br /> <br /> 3. The Agency shall have relocated all occupants of the Agency and Acquisition <br />Parcels in accordance with all legal requirements. <br /> <br /> 4. Developer shall have obtained the commitment fi'om the Title Company to issue <br />the title policy .described in Section 312 above, together with such endorsements and co- <br />insurance or reinsurance as may be required by Developer or its lenders, in an amount equal to <br />the total cost of the Acquisition Parcels, Agency Parcel, and City-Transfer Parcel. <br /> <br /> 5. Developer shall have obtained from its lender or other financial sources firm <br />commitments for financing or other evidence of sufficient funding to construct the Project and all <br />infrastructure improvements therefor in an amount and on terms and conditions acceptable to <br />Developer in Developer's sole and absolute discretion. <br /> <br /> 6. Developer shall have obtained all necessary permits and approvals from <br />governmental agencies having jurisdiction over the Project necessary to construct the Project, <br />including, without limitation, adequate sewer and water for the Project, or shall have obtained <br />evidence satisfactory to the Agency and Developer of Developer's ability to obtain such permits <br />and approvals. <br /> <br /> 18 <br />DOCSSF 1:495065.9 <br />997.%5 NWN <br /> <br /> <br />