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mulching, grass cutting, pruning, watering, etc., and will comply with an <br />operations and maintenance plan for the Project to be mutually agreed upon by <br />the City and Developer. <br />8. Use Restrictions. The Project will be subject to usual and customary use <br />restrictions, including prohibitions against noxious uses, as set forth on Exhibit B <br />attached hereto. <br />9. Transfer Restrictions. Developer will not convey any component of the Project <br />to a third party for a period of three (3) years after such component achieves <br />Substantial Completion — Commercial, Substantial Completion — Public <br />Components or Substantial Completion — Residential, as applicable, without the <br />City's written approval, which approval will not be unreasonably withheld, <br />conditioned or delayed. For the avoidance of doubt, the restrictions set forth in <br />this Section 9 include transfers of membership interests in Developer that would <br />result in a "change of control" (the definition of which shall be mutually agreed <br />upon in the Development and Use Agreement). Notwithstanding the foregoing, <br />Developer shall be permitted to convey the Residential Component to a party <br />approved by the City pursuant to Section 2(b) without the City's consent; <br />provided, however, following such transfer the restrictions set forth in this Section <br />9 shall apply to any further transfer of the Residential Component. <br />10. Demolition and Hazardous Materials Abatement. As soon as reasonably <br />practicable following the execution of the Development and Use Agreement, the <br />City will complete the hazardous material abatement and demolition work <br />necessary to deliver the Project Site in a "Development and Pad Ready" condition <br />in accordance with the specifications and by an outside delivery date to be agreed <br />upon and attached to the Development and Use Agreement. <br />11. Financing. <br />a. Except as otherwise expressly provided herein, Developer will be solely <br />responsible for funding development of the Project, whether through <br />equity, conventional financing or otherwise. <br />b. The City will cooperate with and provide support to Developer in its <br />efforts to identify and apply for additional available county, state and <br />federal funding for the Project and will consider providing additional <br />incentives related to securing long -term tenants and improving the <br />economic viability of the Project. <br />12. Bonds. Developer will provide payment and performance bonds sufficient to <br />ensure the completion of the Project in form and substance customary for projects <br />similar to the Project. <br />13. City Repurchase Right. In addition to other remedies to be more particularly <br />described in the Development and Use Agreement, if Developer defaults in its <br />obligations under the Development and Use Agreement prior to completion of <br />4832 -1295 -5749 18 <br />