Common use of CDBG Agreement Clause in Contracts

CDBG Agreement. (a) The City intends to satisfy all of its obligations relating to Site Preparation Work and Public Improvements through the CDBG Agreement. Pursuant to the CDBG Agreement, the City is contracting with the Developer or its affiliate to carry out Site Preparation Work and Public Improvements activities using funds provided by the City. The Developer or its affiliate shall receive a 16% management fee for the oversight of the Site Preparation and Public Improvement activities pursuant to CDBG Agreements (which fee is expressly separate from Developer Fee). Payment schedule of the management fee will be specified in the CDBG Agreement. Qualifying and contracting for the Site Preparation Work and Public Improvements work pursuant to the CDBG Agreement shall be carried out in accordance with the laws, policies and procedures (including standard form documents, adapted to the circumstances and parties as needed) which the City would comply with if it conducted the contracting process through its own forces – all as further specified in the CDBG Agreement. The parties each expect that the 2012 CDBG Agreement will provide for a scope of work and funding amounts sufficient to meet the parties’ expectations as of the date of such agreement for Site Preparation Work for the entire 20-acre Revitalization Site and for Public Improvement work relative to the approximately 7-acre Rental Phase 1 Development Site. However, the relevant scope and funding obligations remain subject to further adjustment under the terms of the CDBG Agreement (for example, in the event of change order under the terms of that agreement) and in any event as may be further required for the City to meet its obligations under this Agreement (for example, if further Hazardous Materials are identified, or relative to further Approved Phases). (b) To the extent any Site Preparation Work or Public Improvements work is the subject of a CDBG Agreement with Developer or with its affiliate, then so long as the City fulfills the terms of such CDBG Agreement the Developer shall not be excused from performance under the terms of this Agreement for any time delays in prosecution or completion of such work. At Closing of an Approved Phase the City may request, but is not required to, that Developer or the relevant Owner Partnership sign a statement that the Public Improvements have been completed to the extent necessary for completion of all of Developer’s obligations which are contingent upon that Public Improvements, and Developer shall promptly comply with such request unless it has reasonable grounds to dispute content of the statement. If and to the extent that Site Preparation Work and/or Public Improvements for the Development Site of an Approved Phase or a portion thereof is not completed by the date of Closing with respect to such Phase, the Developer may in its sole and absolute discretion proceed with such Closing provided that, at a minimum, the City causes the continuation and completion of Site Preparation Work and/or Public Improvements subsequent to Closing. In such circumstances, the the Owner Partnership shall grant to the City (or to the Developer or its affiliate pursuant to the CDBG Agreement) such licenses or easements as are required in order to permit completion of the subject activities), and the obligations of the City (and, as applicable, the obligations of the Developer or its affiliate pursuant to the CDBG Agreement) with respect to the affected Development Site will survive the Closing of such Phase and be specified in the City Loan Documents or other written agreements.

CDBG Agreement. (a) The City intends to satisfy all of its obligations relating to Site Preparation Work and Public Improvements through the CDBG Agreement. Pursuant to the CDBG Agreement, the City is contracting with the Developer or its affiliate to carry out Site Preparation Work and Public Improvements activities using funds provided by the City. The Developer or its affiliate shall receive a 16% management fee for the oversight of the Site Preparation and Public Improvement activities pursuant to CDBG Agreements (which fee is expressly separate from Developer Fee). Payment schedule of the management fee will be specified in the CDBG Agreement. MBS has agreed to cap their fee at $400,000.00 for the oversight of the Phase I Site Preparation and Public Improvement activities. Qualifying and contracting for the Site Preparation Work and Public Improvements work pursuant to the CDBG Agreement shall be carried out in accordance with the laws, policies and procedures (including standard form documents, adapted to the circumstances and parties as needed) which the City would comply with if it conducted the contracting process through its own forces – all as further specified in the CDBG Agreement. The parties each expect that the 2012 CDBG Agreement will provide for a scope of work and funding amounts sufficient to meet the parties’ expectations as of the date of such agreement for Site Preparation Work for the entire 20-acre Revitalization Site and for Public Improvement work relative to the approximately 7-acre Rental Phase 1 Development Site. However, the relevant scope and funding obligations remain subject to further adjustment under the terms of the CDBG Agreement (for example, in the event of change order under the terms of that agreement) and in any event as may be further required for the City to meet its obligations under this Agreement (for example, if further Hazardous Materials are identified, or relative to further Approved Phases). (b) To the extent any Site Preparation Work or Public Improvements work is the subject of a CDBG Agreement with Developer or with its affiliate, then so long as the City fulfills the terms of such CDBG Agreement the Developer shall not be excused from performance under the terms of this Agreement for any time delays in prosecution or completion of such work. At Closing of an Approved Phase the City may request, but is not required to, that Developer or the relevant Owner Partnership sign a statement that the Public Improvements have been completed to the extent necessary for completion of all of Developer’s obligations which are contingent upon that Public Improvements, and Developer shall promptly comply with such request unless it has reasonable grounds to dispute content of the statement. If and to the extent that Site Preparation Work and/or Public Improvements for the Development Site of an Approved Phase or a portion thereof is not completed by the date of Closing with respect to such Phase, the Developer may in its sole and absolute discretion proceed with such Closing provided that, at a minimum, the City causes the continuation and completion of Site Preparation Work and/or Public Improvements subsequent to Closing. In such circumstances, the the Owner Partnership shall grant to the City (or to the Developer or its affiliate pursuant to the CDBG Agreement) such licenses or easements as are required in order to permit completion of the subject activities), and the obligations of the City (and, as applicable, the obligations of the Developer or its affiliate pursuant to the CDBG Agreement) with respect to the affected Development Site will survive the Closing of such Phase and be specified in the City Loan Documents or other written agreements.