8809-15 Authorizing agreement with Rockport Square LLC

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(D) Good Faith Efforts; Process for Termination; Right to Cure. Each Party to this Development Agreement agrees: (1) to attempt, in good faith and using all commercially reasonable efforts, to comply in a timely manner with its obligations under this Development Agreement; and (2) to provide reasonable written notice to the other of any event or matter which, in the opinion of the notifying party, would constitute grounds for the notifying party to terminate this Development Agreement pursuant to this Section. The parties further agree to attempt in good faith, for a reasonable period after delivery of any notice described in clause (2) of this Paragraph D above (not less than ten (10) nor more than thirty (30) days), to work out an acceptable settlement either (a) of terms with respect to such event or matter, in which case this Development Agreement shall continue in effect, modified as required to reflect such terms; or (b) of terms and - conditions of termination of this Development Agreement, as permitted above, in which case this Development Agreement shall be terminated upon such terms and conditions. In the event Ahe parties are unable to reach such a settlement, the notifying party shall be entitled to exercise such ,rights and remedies as are afforded it under this Development Agreement and Applicable Law. Section 9. Discrimination The Developer, the Builder, and theirrjespective successors and assigns, shall not discriminate against any person or group of personsbased upon rate, creed, sex, religion, color, age, sexual orientation, national origin or ancestlysin the development of the Project, or in the sale, lease or other transfer, of the Additional Property. Section 10. Restrictions on Transfer of Property_and Assignment. The Developer will not sell, transfer, assignor otherwise dispose of, pledge, mortgage or hypothecate its ownership_ interest in all or substantially all of the Additional Development Property ithout the advance written consent of the City; provided, however, that: (a) the Developer may transfer the Additional Development Property to the Builder in anticipation of construction of Residential Units(b) the Builder may sell completed residential units within the Additional nent PropcM on terms not inconsistent with this Agreement; and (c) the Developer may transfer the outdoor common areas of the Additional Development Property and any portion of the Additional Development Property not to be occupied by a Residential Unit to the homeowner association to be formed under the Restrictive Covenants. Section 11. Completion. "Completion" as used herein, shall mean that the Developer's work for the Additional Project has been completed, all lots for the Residential Units have been transferred and all remaining portions of the Additional Development Property not to be occupied by a Residential Unit has been transferred to the homeowners association created under the Restrictive Covenants. The Developer's development activities for the Additional Project, as contemplated under this Development Agreement, shall be promptly commenced after complete execution and delivery of this Development Agreement, within the later of the thirtieth (30th) day after the (03163827.DOCx;6 ) 11727136.4 (2026928x2) 13