Resolution 5871 - Laserfiche WebLink

all engineering studies, drawings, designs. plans, reports and other materials obtained by OM in connection with the proposed Development and any other third party reports and materials pertaining to the Development. The terms of this Section 14.3 shall survive Closing or the earlier termination of this Agreement. 15. FIRST RIGHT TO NEGOTIATE FOR DRYWALL PARCEL If at any time prior to the tenth (10th) anniversary of the Effective Date, the City should declare the Drywall Parcel to be property available for sale then, provided (i) OM is in compliance with all material terms of this Agreement, and (ii) nothing in this Section 15 violates any City Code provision or other applicable law, rule or order, the City shall afford OM, for a period of one hundred and twenty (120) days (the "Negotiation Period"), with an exclusive opportunity to negotiate in good faith with the City for the purchase by OM of the Drywall Parcel and, during the Negotiation Period, the City will not negotiate with any other prospective purchaser with respect to the potential purchase of the Drywall Parcel or enter into any agreement providing for the sale of the Drywall Parcel. Unless, prior to the expiration of the Negotiation Period, the City and OM have entered into a binding written agreement providing for the sale of the Drywall Parcel, the City shall have no further obligations to OM under this Section 15. OM acknowledges that as a condition to any sale of the Drywall Property to OM that the City may require that the Drywall Property be developed with a use or uses consistent with the Development. The right granted herein shall not be assignable to any person or entity that does not also own and control, at the time of the assignment and the exercise of any rights granted herein, the adjacent retail portions of the Site, without the express prior written consent of the City, which may be withheld in its sole and absolute discretion. The terms of this Section 15 shall survive Closing. If the City sells the Drywall Parcel to a person unaffiliated with OM, then, provided OM is not in breach of this Agreement, the City shall impose a restrictive covenant on the Drywall Parcel prohibiting uses to the extent they are commercially incompatible with the development on the Landfill Site and shall grant to OM the right to enforce the covenant as a third party beneficiary. 16. DEVELOPMENT PLAN; MINIMUM DEVELOPMENT AND RETAIL ELEMENTS; CITY COMMITMENTS 16.1 The Development Plan and Schedule It is a condition to and requirement of the disposition of the City Property that OM use commercially reasonable and diligent efforts to develop the City Property as a high quality planned, mixed-use development that includes residential and retail uses, and public and private amenities and open spaces, as generally described in Exhibit G attached hereto (the "Development Plan"), and OM hereby covenants to use such efforts to develop the City Property in a manner that is consistent in all material respects with the Development Plan, contingent on OM obtaining the Key Development Permits and subject to Development Review. After Closing and upon obtaining the Development Permits, OM shall promptly begin and thereafter use commercially reasonable and diligent efforts to prosecute to completion the construction of the Development (excepting the work to be performed by the City and comprising the City Work as described in this Agreement) according to the Development Plan, -24- 06107-0063'1 EGAL13023969.1