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acquisition of title to the Affordable Site. Until Affordable Developer acquires title to the <br />Building Three property, no obligation of Affordable Developer under this Agreement shall be <br />enforceable by any party and no right of Affordable Developer under this Agreement shall be <br />enforceable by Affordable Developer. However, the obligation of Developer to facilitate the <br />development of the Affordable Units shall remain enforceable. <br />(b) This Agreement shall be terminated and released from the entire Residential <br />Site upon: (1) the issuance of a certificate of occupancy for all one hundred and nineteen (119) <br />Affordable Units; and (2) upon the recordation of the Restrictive Covenant Agreement against <br />the Affordable Site, at which time the parties agree to promptly execute and record a full release <br />and termination of this Agreement. <br />(c) Either of the Developers or the City, may deliver written notice to the other <br />party reasonably requesting such party to certify in writing that, to the knowledge of the <br />certifying party: <br />(1) If this Agreement is in full force and effect: (i) this Agreement is in <br />full force and effect and binding obligation of the parties, (ii) this Agreement has not been <br />amended or modified either orally or in writing, or if so amended, identifying the amendments, <br />and (iii) the requesting party is not in default in the performance of its obligations under this <br />Agreement; or <br />(2) If the Affordable Housing obligations hereunder have been satisfied: <br />(i) that this Agreement has been released and/or terminated as to the Residential Site. <br />(3) If there is default under this Agreement, such notice shall describe the <br />nature and amount of any such default. <br />(d) A party receiving a request hereunder shall execute and return such certificate <br />within thirty (30) days following receipt thereof. The City Manager is authorized to execute any <br />such estoppel certificate requested by a Developer hereunder. <br />Section 2.8 Security for Completion of Affordable Units. <br />If the Developer desires to obtain a certificate of occupancy for Building One prior to the <br />City issuing the building permit for Building Three that allows for the commencement of <br />construction of Building Three, then the Developer shall have the discretion to either: (a) make a <br />deposit to the City in the amount Eight Million Four Hundred Thousand Dollars ($8,400,000) <br />("Impact Fee Deposit"), and upon the issuance of a certificate of occupancy of Building Three, <br />the Impact Fee Deposit shall be released and returned to the Developer; or (b) the Developer, or <br />at the City's sole and absolute discretion, an entity affiliated to the Developer or the Developer's <br />sponsoring entity (collectively referred as the "Developer Party"), at its own expense, shall <br />provide a letter of credit in the amount of Eight Million Four Hundred Thousand Dollars <br />($8,400,000) from a national bank approved by the City (the "Letter of Credit"). The Developer <br />Party shall pledge the Letter of Credit to the City as collateral for the obligations under this <br />Agreement. The City shall hold the Letter of Credit. The Letter of Credit shall be renewed at <br />least ninety (90) days before it expires, and, if the Letter of Credit is not renewed by that date, <br />the City shall have the right to present the Letter of Credit and obtain an equivalent amount of <br />10 <br />1199\10\3609857.1 <br />REV: 10-18-23 SK <br />