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"Setoff" means the sum of any amounts due and owing by the Developer to the Agency <br />and/or the City as of the date the credit provided for in Section 4.15 of this Agreement becomes due <br />and payable by the Agency. <br />"Title Company" means First American Title Guaranty Company or another mutually <br />acceptable title insurer. <br />ARTICLE ONE: DEVELOPER'S PRE -DISPOSITION REQUIREMENTS <br />1.01 Pre -Disposition Conditions. <br />As a condition precedent to the Agency's obligation to sell and convey to Developer <br />the Property, the conditions set forth in this Article One must be met no later than the Outside Date. <br />1.02 Approval of Development Plan. <br />Prior to the execution of this Agreement, the Developer has submitted a development <br />concept plan (the "Development Concept Plan") for the development of the Property, including <br />certain amenities to adjacent city property along the creek. The Development Concept Plan calls for <br />the development of a first-class office project as more particularly described in the Development <br />Concept Plan and the Scope of Development. <br />The Developer acknowledges that the Property is being sold at a price less than fair <br />market value based upon the highest and best use of the Property in consideration of the provision by <br />the Developer of a first-class office project which includes an exceptional level of amenities and high <br />quality of building materials, with such features as a fountain and an atypically high level and quality <br />of fagade improvements and landscaping, as well as the obligation of the Developer to accomplish <br />such development by the times set forth therefor herein. The Developer further undertakes to <br />develop the Adjacent City Property Improvements (on the Adjacent City Property) and to maintain <br />such improvements for the life of the Redevelopment Plan in conformity with this Agreement. In <br />addition, the Developer shall assume all responsibility for, defend, indemnify and hold harmless the <br />Agency, the City, and their respective officials, officers, employees and agents from and against any <br />loss, claim suit, demand, or damages arising from or in connection with the Adjacent City Property, <br />the maintenance of the Adjacent City Property, or the improvement of the Adjacent City Property for <br />a period continuing until the termination of the Redevelopment Plan. The Developer acknowledges <br />that, but for the unusually high level and cost of improvements which Developer has committed to <br />accomplish and which are required to be accomplished by Developer under this Agreement, as well <br />as the commitments relative to the improvement and maintenance of the Adjacent City Property and <br />the obligations of the Developer to defend and indemnify the Agency, the Agency would not have <br />entered into this Agreement and could have realized a higher purchase price. The Developer agrees <br />and acknowledges that it shall accomplish the development of the Property and the Adjacent City <br />Property in strict conformity with the Scope of Development. <br />1.03 Final Development Plan. <br />Developer shall submit to the Agency a final development plan ("Final Development <br />Plan") for the Phase 1 Improvements (also commonly referred to as the Design Development <br />Package) no later than 45 days after the Date of Agreement. The Final Development Plan shall be <br />consistent with the Development Concept Plan and the Redevelopment Plan and shall set forth in <br />5 <br />DOCSOC\701700v6\24258.0001 s {[�J:s■ <br />