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the foregoing conditions to transfer of the Project Site are not <br />satisfied within twelve (12) months after the expiration of the Due <br />Diligence Period, the City shall have the option of terminating the <br />Development and Use Agreement, and upon such termination, the <br />parties will have no further rights or obligations under the <br />Development and Use Agreement except for provisions of the <br />Development and Use Agreement that expressly survive <br />termination; provided, that Developer shall have the right to extend <br />such period so long as Developer is diligently pursuing satisfaction <br />of any remaining conditions. <br />ii. Reversion of the Residential Component: The City shall retain a <br />reversionary right in the Residential Component of the Project Site <br />in the event the Developer fails to demonstrate (to the City's <br />reasonable satisfaction, not to be unreasonably withheld) that it has <br />fulfilled the following conditions: (A) within eighteen (18) months <br />after conveyance of the Project Site, Developer has obtained <br />executed commitment letters from one or more lenders sufficient <br />for financing the construction of the Residential Component <br />together with confirmation from such lender(s) that they are <br />prepared to close the financing; (B) within eighteen (18) months <br />after conveyance of the Project Site, the City has approved the <br />proposed partner or assignee (if other than Developer) for the <br />Residential Component in accordance with the proposed <br />requirements set forth in Section 2(b), if applicable; (C) by <br />October 1, 2021, Developer shall have commenced re- grading of <br />the Project Site in preparation for development; and (D) by April 1, <br />2022, Developer shall have commenced construction of the <br />Residential Component as evidenced by commencing the pouring <br />of the foundations for the Residential Component (all of the <br />foregoing collectively referred to as the "Reversionary <br />Conditions "). In the event of a failure of fulfilling any *of the <br />Reversionary Conditions, Developer shall convey fee ownership of <br />the Residential Component to the City in a manner consistent with <br />this Section 3(c)(ii) and otherwise mutually acceptable to the <br />parties. If the City exercises its reversionary right described in this <br />Section 3(c)(ii), (1) Developer shall reconvey the Residential <br />Component of the Project Site to the City free and clear of all liens <br />and other encumbrances, other than those liens and encumbrances <br />that were in effect on the date the City conveyed the Project Site to <br />Developer, and (2) Developer shall indemnify the City against any <br />changes in the environmental condition of the Residential <br />Component of the Project Site arising after the date of the City's <br />original conveyance. <br />4832 - 1246 - 5749,18 <br />