03-2024 - Authorize Development Agreement with LDC Warren LTD, LLC

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DocuSign Envelope ID: 92860B03-367C-49AA-BA95-OFDE6BFCF177 that would prevent, limit or impede the Developer' undertaking of the Development or the City's performance under, or the applicability and enforceability of, the anticipated TIF and or CRA Ordinance or other planned Incentives. D. The representations and agreements by the City made in this Agreement shall be deemed to apply as of the date of the execution of this Agreement and shall be construed as continuing representations and agreements and such representations made by the City are made with the knowledge and expectation that notwithstanding any investigation conducted by or on behalf of the Developer (except as expressly stated in this Agreement), the Developer is placing reliance thereon in accordance with this Agreement and that such representations are to be treated as material to the Developer in entering into this Agreement. IV. COVENANTS OF DEVELOPER Upon the City's passage of the TIF Ordinance and CRA Ordinance as set forth in this Agreement: A. A mutually -agreeable short -form Memorandum of Understanding ("MOU") identifying the use restrictions for the Development Site agreed to by the Parties pursuant hereto (as set forth more fully on Exhibit D attached hereto and incoporated herein by reference), shall be recorded and shall be a covenant running with the land and shall be binding upon and inure to the benefit of the Parties and any successors and assigns of the Parties, including any future owners of the Development Site, who shall be subject to the provisions of such MOU; and B. Developer futher covenenants and agrees that, for so long as any Incentives remain outstanding and/or are subject to revocation in accordance with their respective terms, as applicable, Developer will: (i) advise any and all prospective third -party purchaser(s) of all or part of the Project of the existance of this Agreement and associated documentation; (ii) provide any such prospective purchaser(s) with copies of this Agreement and associated documentation; and (iii) advise such prospective purchaser(s) of any terms thereof that shall be binding on such prospective purchaser(s). In addition, Developer covenenants and agrees that it will provide written notice to the City upon the execution of any purchase agreement(s) with one or more unaffiliated third -parties for the purchase of part or all of the Project. Notwithstanding the foregoing, other than the MOU discussed in Subsection IV(A) above, the Parties agree that this Agreement shall not be recorded. V. DESCRIPTION OF THE PROJECT A. Developer shall construct, or cause to be constructed, The East Rockport School and Grant School renovations on the Development Site. The Project shall be generally consistent with the site plan attached hereto as Exhibit E (the "Site Plan") and include the following components: 31