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2.1.92 "Workers' Compensation Insurance" means worker's compensation insurance complying with the provisions of State Law and an employer's liability insurance endorsement, with commercially standard limits, covering all employees of the Developer, its contractors and vendors. ARTICLE 3 PROPERTY DISPOSITION 3.1 Prior to City Conveyance of Property. Prior to City conveying the Property to Developer and Developer accepting the property from the City, Developer shall provide sufficient evidence that is satisfactory to the City, in City's sole and absolute discretion, that the following have been completed: 3.1.1 Developer has obtained all entitlements for the entirety of the Project. 3.1.2 Developer has obtained proof of construction financing for the entirety of the Project. 3.1.3 Developer has obtained permanent financing for the entirety of the Project, which may include equity investment by the Developer or a third party. 3.1.4 Developer has obtained all necessary building permits for the entirety of the Project. 3.1.5 Developer and City have executed an agreement regarding the Bond Financing or other financing the City deems appropriate and Developer's obligation regarding repayment of the debt service obligations. 3.1.6 Developer and City have agreed upon an acceptable demolition schedule based upon contractors' schedule. 3.1.7 Developer and City have executed the Grant of Easements and Reciprocal Access, Parking Operation and Maintenance Agreement, attached hereto as Exhibit K. 3.1.8 Developer shall to provide to the City a draft of the Covenant, Conditions and Restrictions (CC&R's), in compliance with ARTICLE 6, for review and approval in compliance with Section 6.1. 3.1.9 City has satisfied the terms of Section 5.10.1. 3.2 Purchase and Sale. Once Developer has satisfied Section 3.1 and City has satisfied Section 5.10 City shall convey land to the Developer for the Mixed Use Project and the Developer shall accept the Property from the City, pursuant to the terms and conditions of this Agreement. City shall retain ownership of the parcel containing the 211 public parking spaces contained within the Parking Structure and Developer shall grant City an easement for street, highway and public utility purposes over, under and upon the private portion of Sycamore Street between 3rd Street and 4th Street which shall be constructed by Developer as part of this 15 553 94.00049\3 3239203.12