Performance of the Work. 5.1 Developer shall commence the Work immediately following the satisfaction (or waiver in writing by all of the parties hereto) of the following conditions: (a) approval of the applicable Plans and Specifications by Governmental Authorities, the issuance of all required Development Approvals and the expiration of any and all appeal periods with respect thereto without the filing of any appeals, including, without limitation, issuance by the City of a building permit authorizing the construction of the Work, (b) the Developer has provided proof of Developer Equity, which Developer Equity is sufficient to fund the costs of the Work remaining to be funded under the Development Budget less the amount of the Construction Loan (c) the CRA and Developer have closed on the Construction Loan, (d) the Development Plan has been approved by the CRA (provided Developer has submitted such to the CRA as required by this Agreement), (e) a written amendment to this Agreement setting forth the Substantial Completion Date has been executed and delivered by the parties, (f) the Construction Contract consistent with the requirements of this Agreement and the Development Plan has been fully executed and (g) the Bonds are in place, and (h) the completion guarantee has been delivered to the CRA. In any case, the Work shall not commence unless and until a Notice to Proceed has been issued by the CRA to the Developer, which Notice to Proceed shall not be issued until receipt of all Development Approvals. The Developer and CRA agree to use their respective good faith and diligent efforts to satisfy the foregoing conditions for which each party is responsible and to otherwise cooperate with each other in this regard; provided, however, if any of the foregoing conditions are not satisfied within one hundred eighty (180) days from the date hereof, the parties shall continue to use their good faith and diligent efforts to satisfy such condition(s) for up to an additional ninety (90) days. If following such good faith and diligent efforts to satisfy such conditions the parties cannot do so by the expiration of the ninety (90) day extension period, unless the parties mutually waive in writing the conditions at issue, then either party may elect to terminate this Agreement upon written notice to the other party, in which case the Developer shall pay the Inspection Costs and the parties shall be relieved of all rights and obligations hereunder, except any rights or obligations that expressly survive termination. Following commencement of the Work, Developer shall diligently pursue in good faith the completion of the Work so that Substantial Completion of the Project is achieved no later than the applicable Substantial Completion Date, subject to extension as provided in this Agreement.
Appears in 3 contracts
Samples: Development Agreement, Development Agreement, Development Agreement
Performance of the Work. 5.1 Developer shall commence the Work immediately following the satisfaction (or waiver in writing by all of the parties hereto) of the following conditions: (a) approval of the applicable Plans and Specifications by Governmental Authorities, the issuance of all required Development Approvals and the expiration of any and all appeal periods with respect thereto without the filing of any appeals, including, without limitation, issuance by the City of a building permit authorizing the construction of the Work, (b) the Developer has provided proof of Developer EquityEquity and Developer Financing, both in a form and substance acceptable the CRA, and closed on the Construction Loan, which Developer Equity Construction Loan is sufficient to fund the costs of the Work remaining to be funded under the Development Budget less the amount of the Construction Loan Budget, (c) the CRA and Developer have closed on the Construction Loan, (d) the Development Plan has been approved by the CRA (provided Developer has submitted such to the CRA as required by this Agreement), (ed) a written amendment to this Agreement setting forth the Substantial Completion Date has been executed and delivered by the parties, (fe) the Construction Contract consistent with the requirements of this Agreement and the Development Plan has been fully executed and (gf) the Bonds are Bond is in place, and (h) the completion guarantee has been delivered to the CRA. In any case, the Work shall not commence unless and until a Notice to Proceed has been issued by the CRA to the Developer, which Notice to Proceed shall not be issued until receipt of all Development Approvals. The Developer and CRA agree to use their respective good faith and diligent efforts to satisfy the foregoing conditions for which each party is responsible and to otherwise cooperate with each other in this regard; provided, however, if any of the foregoing conditions are not satisfied within one hundred eighty (180) days from the date hereof, the parties shall continue to use their good faith and diligent efforts to satisfy such condition(s) for up to an additional ninety (90) days. If following such good faith and diligent efforts to satisfy such conditions the parties cannot do so by the expiration of the ninety (90) day extension period, unless the parties mutually waive in writing the conditions at issue, then either party may elect to terminate this Agreement upon written notice to the other party, in which case the Developer shall pay the Inspection Costs and the parties shall be relieved of all rights and obligations hereunder, except any rights or obligations that expressly survive termination. Following commencement of the Work, Developer shall diligently pursue in good faith the completion of the Work so that Substantial Completion of the Project is achieved no later than the applicable Substantial Completion Date, subject to extension as provided in this Agreement. Without limiting the foregoing, the CRA shall not issue a Notice to Proceed until the CRA has provided the Developer with the Demolition Completion Notice (as defined below). CRA, at CRA’s sole cost and expense, shall cause the demolition of all existing structures and improvements on the Property. Demolition shall include the removal and proper disposal of all demotion debris and other debris from the Property, the capping, stubbing or otherwise closing of all utilities serving the Property and otherwise putting the Property in a clean and buildable condition as determined by the CRA in its sole and absolute discretion. CRA shall be responsible and pay for the demolition permit and shall have such permit closed prior to the delivery of the Demolition Completion Notice (as defined below). The foregoing work and obligations in the preceding sentences shall collectively be referred to as the “Demolition Work.” Upon completion of the Demolition Work, CRA shall provide the Developer with written notice certifying that the Demolition Work is complete (including payment therefor) and that the demolition permit is closed (the “Demolition Completion Notice”). Following receipt of the Demolition Completion Notice, Buyer shall have the right to re-inspect the Property including the performance of any environmental assessments. To the extent that the Demolition Work results in the discovery or release of any Hazardous Materials on, in or under the Property, notwithstanding anything in this Agreement to the contrary, the CRA shall have the right to either (a) at the CRA’s cost and expense, remediate the Hazardous Materials so that the Work may legally proceed or (b) terminate this Agreement by giving written notice to the Developer of such election to terminate. If the CRA so elects to terminate this Agreement pursuant to this Section 5.1, the Developer shall pay the Inspection Costs whereupon, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement.
Appears in 1 contract
Samples: Development Agreement
Performance of the Work. 5.1 Developer shall commence the Work for each of the Townhouse Component and the Mixed Use Component immediately following the satisfaction (or waiver in writing by all of the parties hereto) of the following conditions: (a) approval of the applicable Plans and Specifications by Governmental Authorities, the issuance of all required Development Approvals and the expiration of any and all appeal periods with respect thereto without the filing of any appeals, including, without limitation, issuance by the City of a building permit authorizing the construction of the WorkWork for the Townhouse Component or the Mixed Use Component, as applicable (b) the Developer has provided proof of Developer EquityEquity and Developer Financing, both in a form and substance acceptable the CRA, and closed on each Construction Loan, each of which Developer Equity Construction Loan is sufficient to fund the costs of the Work remaining to be funded under the Development Budget less the amount of the Construction Loan Budget, (c) the CRA and Developer have closed on the Construction Loan, (d) the Development Plan has been approved by the CRA (provided Developer has submitted such to the CRA as required by this Agreement), (ed) a written amendment to this Agreement setting forth the GMP for the Townhouse Component and the Substantial Completion Date Dates for each of the Townhouse Component and Mixed Use Component has been executed and delivered by the parties, (fe) the Construction Contract consistent with the requirements of this Agreement and the Development Plan has been fully executed and (gf) the Bonds are Bond is in place, and (h) the completion guarantee has been delivered to the CRA. In any either case, neither the Work for the Townhouse Component nor the Mixed Use Component shall not commence unless and until a Notice to Proceed for each has been issued by the CRA to the Developer, which Notice to Proceed shall not be issued until receipt of all Development ApprovalsApprovals for the Townhouse Component or Mixed Use Component, as applicable. The Developer and CRA agree to use their respective good faith and diligent efforts to satisfy the foregoing conditions for which each party is responsible and to otherwise cooperate with each other in this regard; provided, however, if any of the foregoing conditions are not satisfied within one hundred eighty (180) days from the date hereof, the parties shall continue to use their good faith and diligent efforts to satisfy such condition(s) for up to an additional ninety (90) days. If following such good faith and diligent efforts to satisfy such conditions the parties cannot do so by the expiration of the ninety (90) day extension period, unless the parties mutually waive in writing the conditions at issue, then either party may elect to terminate this Agreement upon written notice to the other party, in which case the Developer shall pay the Inspection Costs and the CRA shall return to the Developer the bid bond paid by Developer in connection with the RFP in the amount of Twenty Thousand and 00/100 Dollars ($20,000.00) and the parties shall be relieved of all rights and obligations hereunder, except any rights or obligations that expressly survive termination. Following commencement of the Work, Developer shall diligently pursue in good faith the completion of the Work so that Substantial Completion of each of the Project Townhouse Component and the Mixed Use Component is achieved no later than the applicable Substantial Completion Date, subject to extension as provided in this Agreement.
Appears in 1 contract
Samples: Development Agreement
Performance of the Work. 5.1 Developer shall commence the Work immediately following the satisfaction (or waiver in writing by all of the parties hereto) of the following conditions: (a) approval of the applicable Plans and Specifications by Governmental Authorities, the issuance of all required Development Approvals and the expiration of any and all appeal periods with respect thereto without the filing of any appeals, including, without limitation, issuance by the City of a building permit authorizing the construction of the Work, (b) the Developer has provided proof of Developer Equity, which Developer Equity is sufficient to fund the costs of the Work remaining to be funded under the Development Budget less the amount of the Construction Loan (c) the CRA and Developer have has closed on the Construction Loan, (d) the Development Plan has been approved by the CRA (provided Developer has submitted such to the CRA as required by this Agreement), (e) a written amendment to this Agreement setting forth the Substantial Completion Date has been executed and delivered by the parties, (f) the Construction Contract consistent with the requirements of this Agreement and the Development Plan has been fully executed and (g) the Bonds are in place, and (h) the completion guarantee has been delivered to the CRA. In any case, the Work shall not commence unless and until a Notice to Proceed has been issued by the CRA to the Developer, which Notice to Proceed shall not be issued until receipt of all Development Approvals. The Developer and CRA agree to use their respective good faith and diligent efforts to satisfy the foregoing conditions for which each party is responsible and to otherwise cooperate with each other in this regard; provided, however, if any of the foregoing conditions are not satisfied within one hundred eighty (180) days from the date hereof, the parties shall continue to use their good faith and diligent efforts to satisfy such condition(s) for up to an additional ninety (90) days. If following such good faith and diligent efforts to satisfy such conditions the parties cannot do so by the expiration of the ninety (90) day extension period, unless the parties mutually waive in writing the conditions at issue, then either party may elect to terminate this Agreement upon written notice to the other party, in which case the Developer shall pay the Inspection Costs and the parties shall be relieved of all rights and obligations hereunder, except any rights or obligations that expressly survive termination. Following commencement of the Work, Developer shall diligently pursue in good faith the completion of the Work so that Substantial Completion of the Project is achieved no later than the applicable Substantial Completion Date, subject to extension as provided in this Agreement.
Appears in 1 contract
Samples: Development Agreement
