Phase II Obligations Clause Samples

Phase II Obligations. The parties hereto acknowledge and agree that Elm Street shall be solely responsible for the performance of all of the obligations of Developer hereunder with respect to Phase II. Notwithstanding the foregoing, a material inducement to the County selecting Developer to develop the Project was the expertise and track record of Alexander in the adaptive re-use of historic buildings and properties and its experience in obtaining historic tax credits and assisting the County in developing the Master Plan for the Project. Each Developer hereby acknowledges and agrees that, subject to a breach of Developer’s obligations under this Agreement, Alexander and Elm Street reaching agreement upon the terms and conditions of a contract (or subcontract) to render consulting services for historic preservation, obtaining historic tax credits and similar contractor type services related to the Adaptive Re-Use Component for Phase II, or an irreconcilable contract dispute between Alexander and Elm Street once Alexander and Elm Street reach agreement upon the terms and conditions of such contract, Elm Street will retain Alexander as a contractor (or subcontractor) to render consulting services for historic preservation, obtaining historic tax credits and similar contractor type services related to the Adaptive Re-Use Component for Phase II. In the event Elm Street determines that it is necessary to replace Alexander with another contractor (or subcontractor) to render the aforementioned services with respect to the Adaptive Re-Use Component for Phase II for any of the reasons set forth hereinabove, Elm Street shall obtain the County’s prior approval of the contractor (or subcontractor) selected by Elm Street to render such services, which approval shall in the County’s sole but reasonable discretion.

Phase II Obligations. The City shall be under no obligation to authorize the issuance of the Phase II City Bonds, to sell the Phase II City Bonds, or to construct the Phase II Public Improvements until Developer delivers to the City the Phase II Election Notice in substantially the form attached hereto as Exhibit J. Subject to the Conditions Precedent in Section 4.1A of this Agreement, upon delivery of the Phase II Election Notice, the City shall authorize the issuance of the Phase II City Bonds, sell the Phase II City Bonds, and construct the Phase II Public Improvements.

Phase II Obligations