Common use of Community Facilities Space Clause in Contracts

Community Facilities Space. The Agency and Developer acknowledge and agree that the Community Facilities Space shall be generally distributed throughout the Project Site, although they anticipate that a significant portion of the Community Facilities Space shall be provided in the regional retail portion of the Project anticipated on the Candlestick Site. Developer shall use good faith efforts to work with the Agency to agree upon the location of any Community Facilities Spaces within a Major Phase before the submission of the applicable Major Phase Application and within each applicable Sub-Phase before the submission of the applicable Sub-Phase Application. If Developer and the Agency Approve the location of a Community Facilities Space, then such Community Facilities Space shall be included in the applicable Sub-Phase Application. If Developer and the Agency have not Approved the locations of the Community Facility Spaces within a Sub-Phase, if any, then the Agency may be permitted in its sole and absolute discretion to withhold the Sub-Phase Approval until such locations have been Approved by Developer and the Agency. Following the Sub-Phase Approval related to such Sub-Phase, the Agency shall no later than twelve (12) months following the Commencement of construction of the applicable Vertical Project (the “Community Facilities Entity Selection Date”) select an appropriate Community Facilities Entity for such Community Facilities Space and notify Developer or, if applicable, Vertical Developer of the applicable Vertical Project of such selection and the proposed use of the Community Facilities Space. Developer or Vertical Developer, as applicable, shall within thirty (30) days of receipt of such notice either give Approval of such Community Facilities Entity or provide a detailed statement of the reasons for its disapproval. Following any such disapproval, the Agency and Developer or Vertical Developer, as applicable, shall negotiate in good faith until a Community Facilities Entity has been Approved by the Agency and Developer or Vertical Developer, as applicable. Upon any vacancy of the Community Facilities Space, the above process for identification of a Community Facilities Entity shall be repeated, and an appropriate restriction will be recorded against the Community Facilities Space so that it remains Community Facilities Space for the life of the Vertical Project (subject to Vertical Developer’s right to lease the Community Facilities Space to others if a new Community Facilities Entity is not selected within six (6) months as set forth below). If the Agency does not select a Community Facilities Entity before the Community Facilities Entity Selection Date, then Vertical Developer shall give the Agency notice and permit the Agency an additional ninety (90) days following the Agency’s receipt of such notice to select the Community Facilities Entity. If the Agency has not selected the Community Facilities Entity within the above ninety (90) day period, then Vertical Developer shall have the right to rent or convey the Community Facilities Space to any user without restriction. The Community Facilities Space shall be provided by Vertical Developer to the Approved Community Facilities Entity in Cold Shell condition and on the same general terms and conditions as are provided to other similar Community Facilities Entities for other similar Community Facilities Space within the Project and as are provided to other users within the Sub- Phase and Major Phase of which the Community Facilities Space is a part, subject to the provisions set forth below. The conveyance agreement(s) applicable to such Community Facilities Space (the “Community Facilities Space Agreement”) shall at a minimum require the Community Facilities Entity to (1) continually use such space (subject to damage and destruction and reasonable hours of operation consistent with other comparable facilities), (2) provide commercially reasonable insurance coverage, (3) adhere to maintenance and security protocols and (4) timely pay its proportionate share of all pass-through and other charges, including applicable property taxes and assessments (including in-lieu payments), insurance and maintenance, and other operating expenses, all generally consistent with other tenants or owners in the applicable Vertical Project. The Community Facilities Entity shall not, however, pay a purchase price or base rent for the Community Facilities Space. If Vertical Developer and the Community Facilities Entity are not able to reach agreement on the final form of the Community Facilities Space Agreement within six (6) months after the identification of such Community Facilities Entity notwithstanding good faith negotiations on the part of both parties, or if the Community Facilities Entity defaults in its obligations under the Community Facilities Space Agreement (after the expiration of notice and cure periods contained therein), then Vertical Developer and the Agency shall work together in good faith to find a new Community Facilities Entity for the Community Facilities Space and provide such Community Facilities Space, each as set forth above. If Vertical Developer and the Agency are unable to select a new Community Facilities Entity within six (6) months after the date Developer or Vertical Developer notifies Agency that negotiations for the Community Facilities Space Agreement have terminated or that the Community Facilities Entity has vacated the space or otherwise defaulted in its obligations as set forth above, then Vertical Developer shall have the right to rent or convey the Community Facilities Space to any user without restriction; provided, in the event of a rental, the applicable Community Facilities Space shall be offered again to a new Community Facilities Entity on the expiration of that rental under the process described above.