Item 21 - Amendment to the Agreement with Bernards Bros, Inc.

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individuals executing this Agreement, and all other documents, instruments or agreements required hereunder, on behalf of City, have the legal right, power and actual authority to bind City to the terms and conditions hereof and thereof. 9.2.2 AS-IS. City acknowledges that City has inspected the Property and made its own independent investigation of the Property. City further acknowledges that it is acquiring the Property "AS-IS," in reliance solely on its own inspection of the Property and on the County's representations and warranties as set forth herein. The County acknowledges it is conveying the land, structures, and vertical assets to the City. 9.3 County's Covenants. The County shall not hypothecate, transfer, encumber or affirmatively take any other action with respect to the Property which would render the County unable to convey the Property to City at the Closing or impair City's intended use of the Property as contemplated herein. 9.4 City's Covenants. City shall not hypothecate, transfer, encumber or affirmatively take any other action with respect to the Property, prior to Closing, which would render City unable to accept conveyance of the Property from the County at Closing or would impair the County's ability to complete the conveyance of the Property as contemplated herein. 10. Default. 10.1 Events of Default. The failure of a Party (the "Defaulting Party") to (i) perform any material act to be performed by such Party; (ii) to refrain from performing any material prohibited act; or (iii) to fulfill any condition to be fulfilled by such Party under this Agreement, or under any agreement referred to herein or attached hereto as an exhibit, within ten (10) days after written notice of such failure from the Non-Defaulting Party shall be an "Event of Default"by the Defaulting Party with respect to the Defaulting Party's obligations hereunder; provided, however, that if more than ten (10) days are reasonably required in order to cure such Event of Default, then the Defaulting Party shall be entitled to a maximum of thirty (30) days to effect such cure, provided the Defaulting Party commences cure within such ten (10) day period and diligently proceeds to complete such cure within such thirty (30) day period. 10.2 Reversion. County's Right to Reversion. Except in the event of a "Permitted Delay" as described in section 10.2.1, the Grantor and Grantee acknowledge and agree that the Grantor's quitclaim of the Property to the Grantee is for the purpose of Grantee's use of the Property in conjunction with Grantee's Capital Improvement Program for Modification to the Law Library Deck (Plaza of the Fountains) and Access as set forth in this unrecorded Agreement between Grantor and Grantee. The Grantor and Grantee agree that Grantee shall commence the construction of the Project no later than five (5) years from the date of execution of the quitclaim deed Exhibit E), and should the Grantee fail to do so, then the Property shall revert to the County, and it shall be lawful for Grantor to re-enter, to have, and to enjoy the Property as of its former estate. Title to the Property thereupon shall vest in Grantor and all right, title, and interest therein of Grantee shall terminate; but Grantee shall quitclaim all interest in the Property set forth in Exhibit E, record such subsequent quitclaim deed related thereto, and provide a copy of the recorded subsequent quitclaim deed to the County no later than 60 days after such reversion. 9 Project Name:County of Orange/Santa Ana Plaza of the Fountains Property Transfer