27-18 Approve Term Sheet with Carnegie Management for Downtown Development

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Period, Developer may elect to terminate the Development and Use Agreement in writing, for any reason, and upon such termination, Developer will have no further rights or obligations under the Development and Use Agreement except for provisions of the Development and Use Agreement that expressly survive termination. b. Public Plaza. In consideration of the transfer of the Public Plaza. the Development and Use Agreement will provide for: (i) City review and approval of the plans and specifications for the Public Plaza in accordance with its normal ABR and Planning Commission process; (ii) continuing Developer responsibility for maintaining the Public Plaza in a first class condition; (iii) continuing Developer responsibility for programming of the Public Plaza; and (iv) City access to and use of the Public Plaza for community events, the cost, terns, frequency and schedule for which is based on a mutually agreed number of days as will be more particularly addressed in the Development and Use Agreement. C. Conditions to Closing. If Developer does not elect to terminate the Development and Use Agreement as provided herein, the City will convey fee title to the Project Site to Developer via limited warranty deed. In consideration of (i) Developer's commitment to construct the Project in a first -class manner and in accordance with the Development Objectives, including the Public Plaza and other components described in this letter, (ii) inclusion of sustainability features, as more particularly described in Section 4(c) below, and (iii) the other economic benefits that are anticipated to be realized by the construction of the Project, and as part of the City's investment in the Project, the City will convey the Project Site to Developer for nominal consideration (the "Purchase Price "). Conveyance of Project Site: Conveyance of the Project Site (including the Residential Component) to Developer shall be subject to Developer demonstrating to the City's reasonable satisfaction that it has satisfied the following conditions: (A) Developer has obtained executed commitment letters from one or more lenders sufficient for financing at least the construction of the Public Plaza, the office and retail components of the Project and the parking garage, together with confirmation from such lender(s) that they are prepared to close the financing; (B) Developer and the City have commenced negotiating a mutually acceptable operations and maintenance plan for the Public Plaza; (C) Developer, with assistance and support from the City, has obtained the necessary rezoning and any required lot splits or consolidations contemplated by Section 4(a) below; (D) ABR and the Planning Commission have approved the plans and specifications for the Project as contemplated by Section 4(b) below; and (Iv) such other customary closing conditions to be more particularly described in the Development and Use Agreement. If 4 4832.12465749.18