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22 <br /> <br />(f) No Default. No Event of Default of this Agreement by <br />City shall then exist, and no event shall then exist which, with only the giving of notice or the <br />passage of time or both, would constitute an Event of Default by City. <br /> <br />1.4.6. Market Element. Developer shall construct an approximately 3,000 <br />square foot single-story free-standing building shell, in accordance with the Scope of <br />Development (the “Market”). A food market, bait shop, and/or other retail or service business <br />shall be located in the Market, with the specific use to be approved by the City in its reasonable <br />discretion. Unless the City agrees to another location, the Market building shall share parking <br />with the Developer Hotel Element and be located at the southeast corner of the Developer Hotel <br />Element parking lot at Monarch Bay Drive and Mulford Point Drive. The Market Element shall <br />include lighting, landscaping and all site utilities, all in conformance with City Building and <br />Zoning codes and pursuant to plans to be approved by the City. The Market Element shall be <br />located on that portion of the Property described in Exhibit G, attached hereto and incorporated <br />herein by this reference (the “Market Parcel”). <br /> Subject to the satisfaction (or waiver by the benefitted party or parties) of the <br />Conditions Precedent to Commencement of Market Ground Lease set forth below, City shall <br />enter into a ground lease with the Developer, whereby the City shall lease the Market Parcel to <br />the Developer, which ground lease shall be in substantially the form of Exhibit P attached hereto <br />(the “Market Ground Lease”). The Developer anticipates that it may sublease the Market <br />Parcel to an affiliate of Developer. Any such sublease shall be made in compliance with Article <br />7 hereof and Section 13 of the Market Ground Lease; provided that if the proposed use of such <br />parcel is not for a market but is for some other use, the terms of the Market Ground Lease, <br />including rental rates, shall be subject to market assessment and alteration by mutual agreement <br />of the Parties. The Market Parcel shall be delivered in an “as is” condition. Developer <br />acknowledges and accepts the current condition of any existing or buried utilities that serve the <br />Market Parcel with no express or implied warranty by City of their suitability for the Market <br />Element; provided, however, that City shall promptly disclose to Developer all information <br />actually known to the City and all documentation available in a reasonably diligent search of <br />City’s files and records with regard to any such existing or buried utilities that serve the Market <br />Parcel. <br /> <br />1.4.6.1 Conditions for Benefit of the City. City’s obligation to execute the <br />Market Ground Lease is subject to the fulfillment or waiver by City of each and all of the <br />conditions precedent described below (“City’s Market Ground Lease Commencement <br />Conditions Precedent”), which are solely for the benefit of City, any of which may be waived <br />by the City in its sole and absolute discretion within the time periods provided for herein. <br /> <br />(a) Approval of Market Ground Lease Subtenant. If Developer <br />proposes to sublease the Market Parcel concurrently with the execution of the Market Ground <br />Lease, then the City shall have approved the entity to be designated as the Subtenant under the <br />Market Ground Lease in accordance with the standards set forth in Section 7 of this Agreement <br />and Section 13 of the Market Ground Lease (“Market Ground Lease Subtenant”), and shall <br />have approved a copy of the organizational documents of the Market Ground Lease Subtenant as <br />the City deems necessary to document the power and authority of the Market Ground Lease <br />Subtenant to perform its obligations set forth in the Market Ground Lease.