2017/12/20 Council Agenda Packet

I (g) Financing. Developer in Developer's sole discretion has secured all financing necessary to construct the Project in accordance with the Project Construction Covenant. The conditions set forth in Section 5.1(a) through (g) above are intended solely for Developer's benefit. If any of the foregoing conditions are not satisfied as of the Closing Date,Developer shall have the right as its sole remedy and at its sole election to: (i)waive the condition in question and proceed with the purchase of the Property, or (ii)terminate this Agreement, whereupon the parties shall have no further obligations hereunder other than those obligations which survive the termination of this Agreement by their express terms. 4.2 City's Conditions Precedent. City's obligations under this Agreement are expressly conditioned on, and subject to satisfaction of, the following conditions precedent: (a) Performance by Developer. Developer shall have performed all material obligations required by this Agreement to be performed by it. (b) Representations and Warranties True. The representations and warranties of Developer contained herein and in each of the documents and instruments to be delivered at Closing shall be true and correct in all material respects. (c) Entitlements. Developer shall have obtained full and final Governmental Approvals required for the construction,development,use and occupancy of the Low Barrier Facility, including without limitation all building permits necessary for construction of the Low Barrier Facility in accordance with the Project Construction Covenant. This condition to Closing shall be satisfied when Developer shall have obtained all Governmental Approvals in form and substance satisfactory to City in City's sole discretion,with all appeal periods relating to such Governmental Approvals having passed and either (i) no appeals having been filed, or (ii) any appeals filed having been dismissed,with no right of further appeal. If Developer fails to obtain such Governmental Approvals for any reason, City and Developer shall have no liability to each other for such failure. (d) •• Financing. Developer has secured all commitments for financing necessary to construct the Project in accordance with the Project Construction Covenant. The conditions set forth in Section 5.2(a) through fg.above are intended solely for City's benefit. If any of the foregoing conditions are not satisfied as of the Closing Date,City shall have the right at its sole election,either to waive the condition in question and proceed with the sale, or, in the alternative,to terminate this Agreement. 5 85