10A Action 2012 0618 - Laserfiche WebLink

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(i) Developer's execution and delivery to City of this Agreement, the Amended and Restated Note, and the Amended and Restated Assignment Agreement. (ii) Developer's delivery to the City of evidence. of liability insilmnee coverage in accordance with the requirements set forth herein. (iii) Developer's delivery 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 transactions contemplated by this Agreement and that the persons executing the City Documents on behalf of Developer have been duly authorized to do so, (iii) certified copy of Developer's LP -1, (iv) a copy of Developer's executed partnership agreement, certified as accurate and complete by an authorized officer of Developer's general partner's sole member; and (v) certified copies of Developer's general partner's LLC -1 and operating agreement; and (vi) verification of Developer's general partner's sole member's tax - exempt status. (iv) No material adverse change as determined by City in its reasonable judgment shall have occurred in the condition of the Property or in the financial or other condition of Developer since the date of this Agreement. (v) City's receipt of a written requisition from Developer specifying the amount and use of the requested funds, accompanied by copies of third -party invoices for services rendered in connection with the Project (accompanied by or to be followed by evidence of payment of such invoices, as applicable), and such other documentation as City shall reasonably require, including without limitation, executed consents to the extent required by the Amended and Restated Assignment Agreement. (vi) The delivery to City of a fully- executed Memorandum of Understanding ( "MOU ") in form approved by City, that describes the respective rights and responsibilities of City, BRIDGE and Developer pursuant to the HCD Documents. (vii) The delivery to City of a fully- executed Indemnity Agreement in form approved by City, pursuant to which BRIDGE will indemnify the City against liability arising in connection with any default by BRIDGE or Developer in connection with the MOU or the HCD Documents. (viii) The delivery to City of fully - executed copies of (a) an amendment to that certain Exclusive Negotiating Agreement dated as of February 4, 2008 and executed by and among BART, City and Westlake Development Partners, LLC, a Delaware limited liability company ( "Westlake ") (as subsequently amended, the "BART ENA ") which amendment shall extend the term of the BART ENA, and (b) an assignment of Westlake's rights under the BART ENA to Developer. (ix) The delivery to City of fully- executed copies of the Standard Agreements and Disbursement Agreements for the IIG Grant and for the TOD Grant, 1865087.6 20