Other Conditions and Acknowledgments. The District and the Landowner agree and acknowledge that the exact location, size, configuration and composition of the 2021 Project may change from that described in the Engineer’s Report, depending upon final design of the development, permitting or other regulatory requirements over time, or other factors. Material changes to the 2021 Project shall be made by a written amendment to the Engineer’s Report, which shall include an estimate of the cost of the changes. Material changes to the 2021 Project shall require the prior written consent of the Landowner and the trustee for the Series 2021 Bonds (the “Trustee”) acting at the direction of the bondholders owning a majority of the aggregate principal amount of the Series 2021 Bonds then outstanding. The District and the Landowner agree and acknowledge that any and all portions of the 2021 Project which are constructed, or caused to be constructed, by the Landowner for the benefit of the District, shall be conveyed to the District or such other appropriate unit of local government as is designated in the Engineer’s Report or required by governmental regulation or development approval. All conveyances to another governmental entity shall be in accordance with and in the same manner as provided in any agreement between the District and the appropriate unit of local government. All conveyances to the District shall be in accordance with an agreement or agreements governing conveyances between the Landowner and the District. Notwithstanding anything to the contrary contained in this Agreement, the payment or performance by the Landowner of its completion obligations hereunder is expressly subject to, dependent and conditioned upon (a) the issuance of the Series 2021 Bonds and use of the proceeds thereof to fund a portion of the 2021 Project, and (b) the scope, configuration, size and/or composition of the 2021 Project not materially changing without the consent of the Landowner. Such consent is not necessary and the Landowner must meet its completion obligations when the scope, configuration, size and/or composition of the 2021 Project are materially changed in response to a requirement imposed by a regulatory agency.
Other Conditions and Acknowledgments
