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(x) The delivery to City of a fully- executed copy of an exclusive negotiating <br />agreement or letter of intent that provides Developer with exclusive rights to negotiate regarding <br />the acquisition of all property owned by Westlake (or Westlake affiliates) necessary for <br />development of the Project (the "Westlake ENA "). <br />4.5.1.1 Conditions to Disbursement of Phase 2 Predevelo ment Funds. City shall <br />not be obligated to disburse any of the Phase 2 Predevelopment Funds prior to the satisfaction of <br />all of the conditions set forth in Section 4.5.1 and all of the following additional conditions: <br />(i) The delivery to City of a fully- executed copy of a purchase and sale <br />agreement obligating Westlake (or its affiliates, as applicable) to convey to Developer all <br />property owned by Westlake (or Westlake affiliates) necessary for development of the Project. <br />(ii) The delivery to City of a fully - executed copy of an option agreement or <br />other agreement obligating BART to convey to Developer all property owned by BART <br />necessary for development of the Project. <br />(iii) Completion of approved schematic designs for BART replacement <br />parking. <br />(iv) Developer's acquisition of the "Triangle" parcel or completion of an <br />alternative parking design that makes such acquisition unnecessary. <br />(v) Delivery to City of a fully- executed infrastructure improvement <br />agreement, if applicable. <br />(vi) Delivery to City of a fully- executed inclusionary housing credit <br />agreement, if applicable. <br />(vii) Completion of design drawings and pricing for offsite infrastructure <br />improvements and replacement parking. <br />(viii) Initiation of preparation of construction drawings for offsite infrastructure <br />improvements and replacement parking. <br />(vii) Completion of design drawings and pricing for the Improvements. <br />(viii) Initiation of preparation of construction drawings for the Improvements. <br />(ix) Initiation of street vacation and mapping process necessary for completion <br />of the Project. <br />(x) No material adverse change as determined by City in its reasonable <br />judgment shall have occurred in the condition of the Property or in the financial or other <br />condition of Developer since the date of this Agreement. <br />(xi) City's receipt of a written requisition from Developer specifying the <br />amount and use of the requested funds, accompanied by copies of third -party invoices for <br />services rendered in connection with the Project (accompanied by or to be followed by evidence <br />1865087.6 21 <br />