3B Public Hearing 2012 0521 - Laserfiche WebLink

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executed Grant Deed and executed copies of the City Documents to which City is a party. On the Closing Date, the Escrow Agent shall cause the Grant Deed, the Memorandum, and the Regulatory Agreement to be recorded in the Official Records of Alameda County. 3.7 Intentionally omitted. 3.8 Conditions to Closing. City's obligation to convey the Property to Developer is conditioned upon the satisfaction of all of the requirements set forth in this Section 3.8 unless any such condition is waived by City acting in the discretion of the City Manager. (a) No Default There shall exist no condition, event or act which would constitute a material breach or default under this Agreement or any other City Document, or which, upon the giving of notice or the passage of time, or both, would constitute such a material breach or default. (b) Representations. All representations and warranties of Developer contained herein or in any other City Document or certificate delivered in connection with the transactions contemplated by this Agreement shall be true and correct in all material respects. (c) Due Authorization and Good Standing. Developer shall have delivered to City of each of the following: (i) certificate of good standing, certified by the Secretary of State indicating that Developer is properly organized and authorized to do business in the State of California, (ii) a certified resolution indicating that Developer has authorized the execution of the City Documents and the transactions contemplated thereby and that the persons executing the City Documents on behalf of Developer have been duly authorized to do so, and (iii) certified copies of Developer's articles of organization /certificate of formation and operating agreement. (d) No Litigation. There shall be no litigation pending with respect to this Agreement or any City approval related to the Project, the outcome of which could materially interfere with the development of the Property as set forth herein. (e) Approvals. This Agreement shall have been approved by the Oversight Board and any other public agency whose approval is required. (f) Execution and Delivery of Documents. Developer shall have executed, acknowledged as applicable, and delivered to City or deposited into escrow this Agreement, and all other documents required in connection with the transactions contemplated hereby, including without limitation the Note, the Regulatory Agreement, and the Memorandum. (g) Design Review. City shall have reviewed and approved the Site Development Plan and Project design. (h) Construction Plans, Budget and Schedule. City shall have approved the Construction Plans and specifications for development of the Project pursuant to Article IV, and City shall have approved the construction schedule for the Project. 1875524.3 9