RDA Agmt 2001 Batarse Family Trust UTA

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(b) To commence construction of the Improvements on Yokota Site A within twelve (12) months of the date the building permit is issued but in no case is construction required to begin prior to the completion of the Public Improvements described in Exhibit C attached hereto, which shall be completed no later than 365 days from the date of this Agreement. Developer may, at Developer's option, and subject to the written approval of the City of San Leandro, construct the public improvements set forth in Exhibit C subject to the negotiation and execution of a reimbursement agreement with the City of San Leandro for such construction and to prosecute to completion the construction of the Improvements within twelve (12) months thereafter; and (c) To open within thirty (30) days after completion of the Improvements on Yokota Site A, and to continue to operate new automobile sales and related facilities for no less than ten (10) years from the date Developer satisfies all the requirements for issuance of a Certificate of Completion for the Improvements; and (d) Except as provided for in Section 5.05 of this Part, not, at any time during such ten (10) year period, to sell, transfer or assign all or part of its interest in any portion of the Properties without the prior written consent of the Agency, which consent shall not be unreasonably withheld provided that the transferee demonstrates the ability to fulfill the covenants in this Section 4.06. Notwithstanding the aforementioned, Developer shall have the right to transfer Developer's interest in the Properties to any settlor or beneficiary of the Developer, or to any entity principally controlled by Developer, without having to obtain the prior written consent of Agency. If Developer, or its successors or assigns, fail to open and operate new and used automobile sales and related facilities as set forth in the aforementioned Operating Covenants, after Developer has satisfied the requirements for issuance of a Certificate of Completion, Agency shall have as its remedy the right to purchase the Properties and Improvements thereon within 180 days from the earlier of: (a) the failure to continuously operate new and used automobile sales and related facilities; or (b) the giving of notice to the Agency of the date as of which the new and used automobile sales and related facilities will cease operations. The Agency shall give written notice of its election to purchase the Properties and Improvements within such 180 day period. The cessation of operation of new and used automobile sales and related facilities for remodeling or renovation for a period not to exceed ninety (90) days or for a reasonable period caused by Enforced Delay as set forth in Section 3.04 of Part Two, shall not be deemed a cessation of operation for purposes of this Section 4.06. This right of the Agency to elect to purchase the Properties and Improvements upon the cessation of new and used automobile sales and related facilities shall continue for a period of ten (10) years from the date Developer satisfies the requirement for issuance of a Certificate of Completion for the Improvements. Disposition and Development Agreement (Automall) Page 13 of 29