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conformance with the approved Tentative Map/Parcel Map and all other applicable codes and
<br />standards of the City. It is acknowledged that all or some of the tenant improvements may not
<br />have been completed at the time the Certificate of Completion is requested; however, the Agency
<br />will require that the exterior design elements of the Project (landscaping, building facades, and
<br />public area improvements) be completed as planned before issuing a Certificate of Completion.
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<br /> The Certificates of Completion shall be in the fom~ of Attachment 8 hereto. The Agency
<br />shall not unreasonably withhold, condition or delay issuance of such certificate.
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<br /> Such Certificate of Completion shall be conclusive determination of satisfactory
<br />completion of the construction required by this Agreement upon the Project Site and of full
<br />compliance with the terms of this Agreement with respect to the development of such Project.
<br />After issuance of such Certificate of Completion, any party then owning or thereafter purchasing,
<br />leasing or otherwise acquiring any interest in any portion of the Project Site covered by that
<br />Certificate of Completion shall not (because of such ownership, purchase, lease or acquisition)
<br />incur any obligation or liability under this Agreement, except that such party shall be bound by
<br />any covenants contained in the deed, lease, mortgage, deed of trust, contract or other instrument
<br />of transfer in accordance with the provisions of Article 6 of this Agreement. Except as otherwise
<br />provided in Section 604, after the issuance of a Certificate of Completion, neither the Agency,
<br />the City nor any other person shall have any rights, remedies or controls that it would otherwise
<br />have or be entitled to exercise under this Agreement as a result of a Default in the perfom~ance of
<br />any provision of this Agreement, all of which shall terminate as to such Project upon issuance of
<br />the Certificate of Completion, and the respective rights and obligations of the parties with
<br />reference to the Project shall be limited thereafter to those set forth in the Grant Deed or Grant
<br />Deeds relating thereto, which shall be in accordance with the provisions of Section 310 of this
<br />Agreement.
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<br /> §518 Development of the Public Parking Structure on the City_-Retained Parcel
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<br /> In consideration of the covenants and obligations of the parties contained herein, the City,
<br />the Agency and Developer agree that the City shall cause the Public Parking Structure (which, as
<br />specified in Section 107, includes a parking structure on the City-Retained Parcel and certain off-
<br />site improvements on or about Winslow StreeO to be constructed in accordance with the terms
<br />and conditions hereinafter set forth in this Section 518 '(the construction of the Public Parking
<br />Structure, including said off-site improvements on or about Winslow Street, is herein referred to
<br />as the "Parking Structure Project"). The Public Parking Structure shall be owned, operated and
<br />maintained by the City and, except as may be otherwise expressly provided herein, the City shall
<br />be responsible for any and all costs and expenses of such ownership, operation and maintenance,
<br />and the City shall be entitled to any and all revenues derived therefrom.
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<br /> A. Subject to the obligation of Developer as set forth in the following sentence of
<br />this Section 518A, the City shall be responsible for all of the costs and expenses of the
<br />development and construction of the Public Parking Structure of every kind or nature, including,
<br />but not limited to, land acquisition, site clearances and preparation (including treatment or
<br />removal of any hazardous or toxic materials), engineering, construction, government approvals,
<br />CEQA compliance, financing costs and any and all other direct and indirect costs and expenses
<br />(collectively, the "Parking Structure Project Costs"). Developer agrees to contribute to the City
<br />the sum of Twenty Million Dollars ($20,000,000) (the "Parking Structure Contribution") to be
<br />applied against the Parking Structure Project Costs, which sum shall be advanced to the City on
<br />or before the close of Escrow pursuant to Article 4 and in accordance with the Schedule of
<br />Performance. The Parking Structure Contribution shall be advanced to the City in the form of
<br />Letters of Credit or a Cash Deposit, or a combination of Letters of Credit or a Cash Deposit (the
<br />"Parking Structure Security"), and such advance shall be in accordance with and shall follow the
<br />procedure set forth in Section 305 of this Agreement. If the Parking Structure Project Costs
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