8809-15 Authorizing agreement with Rockport Square LLC

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(A) Until construction of all the Additional Public Improvements have been completed, Developer shall make not less frequently than quarterly reports in a form reasonably similar to the form attached hereto as Exhibit , as to the actual progress of Developer with respect to construction of such Additional Public Improvements. Until construction of all the Additional Developer Improvements have been completed, the Developer shall make not less frequently than quarterly reports in a form reasonably similar to the form attached hereto as Exhibit , as to the actual progress of the Builder in its marketing or sales efforts and the Developer with respect to construction of such Additional Developer Improvements. (B) The Developer shall supply or cause to be supplied to the City such information as the City may reasonably request in writing from time to time concerning the Additional Project, and such other information related to carrying out this Development Agreement, as the City reasonably requires in connection with preparation of reports required by the State of Ohio, Cuyahoga County, or any other public agency, in connection with the City's implementation of applicable law. Section 8. Term of Agreement; (A) Survival of Provisions. Except as provides in the following sentence, the provisions of this Development Agreement shall survive fo`i• a period of seven (7) years after the Completion Date for the Additional Project, at which time they shall terminate. Notwithstanding the foregoing, the Replacement Guarantor's obligations under-the Replacement Guaranty to pay any Shortfall shall continue until all Bonds and Refunding Bonds have been paid in full. (B) Termination byity. The City shall have the right, in its sole discretion, to terminate this Development Agreement, in the event of any of the following upon the expiration of any applicable notice and grace iods: (1) The Developer fails—to deliver certified copies of its formation and governing documents as- described �rovided above) on or within sixty (60) days of the Effective Date; (2) There has occurred -an Event of Default which is uncured and continuing under Section 13 of this Development Agreement; or (3) From and after the Effective Date of this Development Agreement, petitions are submitted (with requisite verified signatures) or other legislative or judicial action is taken for a referendum or initiative to repeal this Agreement or the Ordinance authorizing this Agreement, or enjoining the performance of the City's obligations thereunder, or as otherwise may materially impair the City's ability to performs its obligations under this Development Agreement. (C) Termination by Developer. Notwithstanding any term or provision of this Development Agreement to the contrary, in no event shall the Developer be permitted to terminate or cancel this Development Agreement for any condition or contingency set forth herein. (03163827.DOCX;6 ) 11727136.4 (2026928x2) 12