2017/12/13 Council Agenda Packet

i 3 permanent building or structure that is not in accordance with the Approved Plans and Specs, this Covenant, the City-Developer Agreements, and all Legal Requirements; (2) any rental or leasing of the Property; and (3) any storage of vehicles, equipment or materials not necessary for the construction of the Project. 3.2 Transfer Restriction. Except for the conveyance of the liens for the Project construction loans or other project financing, transfers of the Property as a result of foreclosure or deed in lieu of foreclosure and subsequent transfers related thereto, and except for any other easements, liens, and other encumbrances reasonably necessary for the development of the Project that are consistent with the Approved Plans and Specs and the City-Developer Agreements,Developer shall not transfer any interest in the Property until the recording of the Certificate of Completion. Any transfer in violation of this Section 3.2 is null and void.Notwithstanding the foregoing,the City recognizes that part of the financing for the Project may come from one or more investors motivated by the federal low-income housing tax credit and other tax considerations. To secure such an investment, Developer has formed Berkshire Housing LLC (the "LLC"), the managing member of which is Developer with one or more investors making their investment in the Project as investor members and /or special members (collectively the "Investor Member"). Developer will transfer the Property to the LLC to develop,own,operate and construct the Project and the City hereby consents to such transfer.From the date of such transfer, all references to "Developer" herein shall refer to the LLC and the LLC in its capacity as Developer hereunder shall assume all obligations of Developer under this Agreement. Section 4. Not Used. Section 5. Development and Construction. 5.1 Generally. Developer shall construct and complete the Project as specifically described and depicted in the Approved Plans and Specs and in accordance with all Legal Requirements. The parties agree that no construction will commence prior to satisfaction of the conditions set forth in Section 5.2 below. The parties further agree that such construction shall commence not later than May 31, 2018 (the "Project Construction Start Date") and shall be substantially completed in accordance with the . terms and conditions of this Covenant on or before September 30, 2019 (the "Project Completion Date"), subject only to Force Majeure or as extended by amendment to this Covenant. For the purposes of this Covenant, commencement of construction means commencement of site development work at the Property (e.g., grading and/or excavation). Once construction has commenced on the Project,Developer shall proceed diligently (subject only to delays for Force Majeure) with such construction until the Project has been substantially completed. 6 16