Common use of Certificate of Completion Clause in Contracts

Certificate of Completion. The Developer shall notify the City when construction of the Project has been substantially completed. The City shall, within 30 days after such notification, inspect the Project in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans. If the City determines that the Project has not been constructed in substantial conformity with the approved Construction Plans, the City shall deliver a written statement to the Developer indicating in adequate detail the specific respects in which the Project has not been constructed in substantial conformity with the approved Construction Plans and Developer shall have a reasonable period of time to remedy such deficiencies. The City shall re-inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans and this Agreement. Within a reasonable period of time after determining that the Project has been constructed in substantial conformity with the approved Construction Plans and determining that the following conditions precedent have been satisfied, the City will furnish to the Developer a Certificate of Completion substantially in the form set forth in Exhibit E attached hereto certifying the completion of the Project: (1) There shall exist no uncured Event of Default hereunder; (2) The City shall have issued a Certificate of Occupancy for the Project; (3) The City Administrator, or designee, on behalf of the City shall have reasonably determined that the Project has been substantially completed and constructed in accordance with all local, state and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and any applicable permits and in substantial conformity with this Agreement and the final construction plans approved by the City in connection with issuing construction permits, each as applicable; (4) The Developer shall certify to the City that all costs related to the Project and the development of the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the request to the City. (5) The Certificate of Completion issued for the Project shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement solely with respect to construction of the Project. The issuance of a Certificate of Completion under this Agreement shall not be construed to relieve the Developer of any inspection or approval required by any City department in connection with the construction, completion or occupancy of the Project nor shall it relieve the Developer of any other obligations under this Agreement.

Certificate of Completion. The Developer shall notify the City when construction (a) Promptly after completion of the Project has been substantially completed. The City shall, within 30 days after such notification, inspect Minimum Improvements and the Project Public Improvements in order accordance with those provisions of this Agreement relating solely to determine whether the Project has been constructed in substantial conformity with obligations of the approved Construction Plans. If Developer to construct the City determines that Minimum Improvements and the Project has not been constructed in substantial conformity with Public Improvements (including the approved Construction Plansdates for commencement and completion thereof), the City shall deliver a written statement to Representative will furnish the Developer indicating in adequate detail the specific respects in which the Project has not been constructed in substantial conformity with the approved Construction Plans and Developer shall have a reasonable period of time to remedy such deficiencies. The City shall re-inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans and this Agreement. Within a reasonable period of time after determining that the Project has been constructed in substantial conformity with the approved Construction Plans and determining that the following conditions precedent have been satisfied, the City will furnish to the Developer a Certificate of Completion in substantially in the form set forth in Exhibit E EXHIBIT B attached hereto certifying the completion of the Project: (1) There shall exist no uncured Event of Default hereunder; (2) The City shall have issued a Certificate of Occupancy for the Project; (3) The City Administrator, or designee, on behalf of the City shall have reasonably determined that the Project has been substantially completed and constructed in accordance with all local, state and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and any applicable permits and in substantial conformity with this Agreement and the final construction plans approved by the City in connection with issuing construction permits, each as applicable; (4) The Developer shall certify to the City that all costs related to the Project and the development of the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the request to the City. (5) hereto. The Certificate of Completion issued for the Project shall conclusively satisfy be a conclusive determination of satisfaction and terminate termination of the agreements and covenants in the Agreement and in the Deed with respect to the obligations of the Developer, and its successors and assigns, to construct the Minimum Improvements and the Public Improvements and the date for the completion thereof. Such Certificate of Completion and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any Holder of a Mortgage, or any insurer of a Mortgage, securing money loaned to finance the Minimum Improvements, or any part thereof. (b) If the City Representative shall refuse or fail to provide the Certificate of Completion in accordance with the provisions of this Agreement solely Section 4.5, the City Representative shall, within thirty (30) days after written request by the Developer, provide the Developer with respect a written statement, indicating in adequate detail in what respects the Developer has failed to complete the Minimum Improvements and/or the Public Improvements in accordance with the provisions of this Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the reasonable opinion of the City, for the Developer to take or perform in order to obtain such certification. (c) The construction of the Project. The Minimum Improvements shall be deemed to be commenced when foundations are completed; and shall be deemed to be substantially complete upon issuance of a Certificate certificate of Completion under this Agreement shall not be construed to relieve occupancy by the Developer of any inspection or approval required by any City department in connection with the construction, completion or occupancy City. The construction of the Project nor Public Improvements shall it relieve be deemed to be substantially completed upon final inspection by the Developer of any other obligations under this AgreementCity and acceptance by the City.

Certificate of Completion. The Developer No later than five (5) days following the date Landlord Substantially Completes Landlord's Expansion Premises Work, (the "Punch List Inspection Period"), Landlord and Tenant shall jointly inspect the Landlord's Expansion Premises Work and jointly prepare a list (the "Punch List") of the Punch List Items (as defined below) of the observable defects or uncompleted items necessary to be corrected. Landlord, upon receipt of the Tenant's Punch List, shall commence correction of the Punch List Items within thirty (30) days and shall notify the City Tenant when construction of the Project has all reasonable items have been substantially corrected or completed. The City shallterm "Punch List Items" shall mean details of construction which are included within the scope of the Expansion Shell Plans and, in the aggregate, are minor in character and do not materially interfere with Tenant's ability to commence the Expansion Leasehold Improvements. In the event Tenant does not deliver a Punch List within 30 thirty (30) days after following the date Landlord Substantially Completes Landlord's Expansion Premises Work, then Landlord's Expansion Premises Work shall be deemed complete and Landlord shall have no further obligation to perform any such notificationwork. On the Delivery Date, inspect Landlord shall deliver to Tenant a "Certificate of Completion" acknowledging that a) that the Project in order to determine whether the Project Landlord's Expansion Premises Work has been constructed in substantial conformity with the approved Construction Plans. If the City determines that the Project has not been constructed in substantial conformity with the approved Construction Plans, the City shall deliver a written statement to the Developer indicating in adequate detail the specific respects in which the Project has not been constructed in substantial conformity with the approved Construction Plans and Developer shall have a reasonable period of time to remedy such deficiencies. The City shall re-inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans and this Agreement. Within a reasonable period of time after determining that the Project has been constructed in substantial conformity with the approved Construction Plans and determining that the following conditions precedent have been satisfied, the City will furnish to the Developer a Certificate of Completion substantially in the form set forth in Exhibit E attached hereto certifying the completion of the Project: (1) There shall exist no uncured Event of Default hereunder; (2) The City shall have issued a Certificate of Occupancy for the Project; (3) The City Administrator, or designee, on behalf of the City shall have reasonably determined that the Project has been substantially completed and constructed Substantially Completed in accordance with all localthe Final Plans and b) Tenant may proceed with the Expansion Leasehold Improvements work. If there is any dispute as to whether Landlord has Substantially Completed the Landlord's Expansion Premises Work, state Tenant shall so notify Landlord in writing within five (5) Business Days following the Delivery Date and federal laws and regulations Landlord shall thereupon request a good faith written decision by Landlord's architect (including without limitation environmentalthe "Substantial Completion Determination"). If Tenant still disputes the Substantial Completion Determination of Landlord's architect, zoning, building code, housing codeTenant shall so advise Landlord in writing within five (5) Business Days following the date of delivery of such Substantial Completion Determination to Tenant, and public health laws the parties shall thereafter request a good faith decision by an independent licensed third party architect mutually and regulationsreasonably acceptable to each of Landlord and Tenant (the "Third Party Determination"), and any applicable permits and in substantial conformity with this Agreement and the final construction plans approved by the City in connection with issuing construction permitsit being acknowledged, each as applicable; (4) The Developer shall certify to the City that all costs related to the Project and the development of the Development Property, including without limitation, payments to all contractors, subcontractorsunderstood, and project laborersagreed that neither party shall unreasonably withhold, have been paid prior to condition, or delay the selection or appointment of such independent architect, which Third Party Determination shall be final and binding on the parties. Landlord and Tenant shall split the cost of such Third Party Determination unless such Third Party Determination affirms the determination of Landlord or Landlord's architect regarding Substantial Completion, in which event (i) the Landlord's Expansion Premises Work shall be deemed Substantially Completed as of the date of the request to determination of Landlord or Landlord's architect, as the Citycase may be, and (ii) Tenant shall reimburse Landlord, within twenty (20) days following Landlord's invoice therefor, for all fees and costs incurred by Landlord for such Third Party Determination, which sums shall be deemed additional Rent under the Lease. (5) The Certificate of Completion issued for the Project shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement solely with respect to construction of the Project. The issuance of a Certificate of Completion under this Agreement shall not be construed to relieve the Developer of any inspection or approval required by any City department in connection with the construction, completion or occupancy of the Project nor shall it relieve the Developer of any other obligations under this Agreement.

Certificate of Completion. The Developer shall notify Without prejudice to the City when construction right of the Project has Client under any such clause(s) herein contained, as soon as in the opinion of the consultant, the works shall have been substantially completed. The City shallcompleted and shall have satisfactorily passed any final test that may be prescribed by the contract, within 30 days after such notification, inspect the Project Director on the certification by the consultant will issue to the Contractor a certificate of completion in order to determine whether respect of the Project has been constructed in substantial conformity with work, and the approved Construction Plans. If period of maintenance of work shall commence from the City determines date of such certificate, provided that the Project has not been constructed in substantial conformity Director on certification by the consultant may give such a certificate with respect to any independent part of the approved Construction Plans, the City shall deliver a written statement to the Developer indicating in adequate detail the specific respects in which the Project has not been constructed in substantial conformity with the approved Construction Plans and Developer shall have a reasonable period of time to remedy such deficiencies. The City shall re-inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans and this Agreement. Within a reasonable period of time after determining that the Project has been constructed in substantial conformity with the approved Construction Plans and determining that the following conditions precedent have been satisfied, the City will furnish to the Developer a Certificate of Completion substantially in the form set forth in Exhibit E attached hereto certifying works before the completion of the Project: (1) There shall exist no uncured Event of Default hereunder; (2) The City shall have issued a Certificate of Occupancy for the Project; (3) The City Administrator, or designee, on behalf whole of the City works, and when any such certificate is given in respect of such a part of the works, such part shall have reasonably determined that the Project has been substantially be considered as completed and constructed the period of maintenance of such part shall commence from the date of such certificate. Provided also that a certificate of completion given in accordance with all local, state and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and the foregoing provisions of any applicable permits and in substantial conformity with this Agreement and the final construction plans approved by the City in connection with issuing construction permits, each as applicable; (4) The Developer shall certify to the City that all costs related to the Project and the development part of the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the request to the City. (5) The Certificate of Completion issued for the Project shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement solely with respect to construction of the Project. The issuance of a Certificate of Completion under this Agreement works shall not be construed deemed to relieve the Developer certify completion of any inspection ground or approval required surface requiring reinstatement, unless such certificate shall expressly so state. Provided further that no such certificate shall be given nor shall the works or any of its parts be considered to be complete until the Contractor shall have removed from the premises on which the works or any such parts shall be executed, all scaffoldings, surplus materials of all kinds and rubbish, buildings and other construction materials of all kinds and cleaned off the dirt from all woodwork, doors, windows, walls, floors, or other parts of any building or buildings, or road works and road structures, water supply, sewerage or drainage works, sanitary installations, gas and electric fittings, in, upon, or about which the works are to be executed, or which he may have had possession for the purpose of the execution thereof, nor until the works shall have been measured by any City department in connection the consultant whose measurements shall be binding and conclusive against the Contractor. If the Contractor shall fail to comply with the constructionrequirements of this clause as to the removal of scaffoldings, surplus material of all kinds and rubbish as aforesaid and cleanings of dirt on or before the date flexed for the completion or occupancy of the works, the Project nor Director on advice of the consultant may at the expense of the Contractor, remove such scaffoldings of surplus materials of all kinds and rubbish and dispose of the same as he thinks fit, and clean off such dirt as aforesaid and the Contractor shall it relieve forthwith pay the Developer amount of all expenses so incurred, and shall have no claim in respect of any other obligations under this Agreementsuch scaffoldings or surplus materials, of all kinds as aforesaid, except for any sum actually realized by sale thereof.

Certificate of Completion. The (a) Promptly after substantial completion of the Minimum Improvements in accordance with those provisions of the Agreement relating solely to the obligations of the Developer to construct the Minimum Improvements (including the dates for beginning and completion thereof), the Authority will furnish the Developer with an appropriate instrument so certifying; provided that if Developer shall notify substantially complete the City when construction Minimum Improvements later than permitted under this Agreement, it shall nevertheless be entitled to receive and the Authority shall issue such certificate unless prior thereto the Authority shall have unconditionally and finally caused title to the Development Property to be revested in the Authority pursuant to Section 9.3 hereof. Such certification by the Authority shall be (and it shall be so provided in the Deed and in the certification itself) a conclusive determination of satisfaction and termination of the Project has been substantially completedagreements and covenants in the Agreement and in the Deed with respect to the obligations of the Developer, and its successors and assigns, to construct the Minimum Improvements and the dates for the beginning and completion thereof. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any Holder of a Mortgage, or any insurer of a Mortgage, securing money loaned to finance the Minimum Improvements, or any part thereof. (b) The City certificate provided for in this Section 4.4 of this Agreement shall be in such form as will enable to be recorded in the proper office for the recordation of deeds and other instruments pertaining to the Development Property. If the Authority shall refuse or fail to provide any certification in accordance with the provisions of this Section 4.4 of this Agreement, the Authority shall, within 30 thirty (30) days after such notificationwritten request by the Developer, inspect provide the Project in order to determine whether the Project has been constructed in substantial conformity Developer with the approved Construction Plans. If the City determines that the Project has not been constructed in substantial conformity with the approved Construction Plans, the City shall deliver a written statement to the Developer statement, indicating in adequate detail in what respects the specific respects Developer has failed to complete the Minimum Improvements in which the Project has not been constructed in substantial conformity accordance with the approved Construction Plans provisions of the Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the opinion of the Authority, for the Developer to take or perform in order to obtain such certification. (c) The construction of the Minimum Improvements shall have be deemed to be completed when the Developer has received a reasonable period certificate of time to remedy such deficienciesoccupancy from the responsible inspecting authority. The City shall re-inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied agrees to act in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans and this Agreement. Within a reasonable period of time after determining that the Project has been constructed in substantial conformity with the approved Construction Plans and determining that the following conditions precedent have been satisfied, the City will furnish to the Developer a Certificate of Completion substantially good faith in the form set forth in Exhibit E attached hereto certifying the completion issuance of the Project: (1) There shall exist no uncured Event such certificate of Default hereunder; (2) The City shall have issued a Certificate of Occupancy for the Project; (3) The City Administrator, occupancy and not to withhold or designee, on behalf of the City shall have reasonably determined that the Project has been substantially completed and constructed in accordance with all local, state and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and any applicable permits and in substantial conformity with this Agreement and the final construction plans approved delay such issuance thereof except only based upon Developer's failure to comply or satisfy such conditions as are normally imposed by the City in connection with issuing construction permits, each as applicable; (4) The Developer shall certify to the City that all costs related to the Project and the development of the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the request to the City. (5) The Certificate of Completion issued for the Project shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement solely with respect to construction of the Project. The issuance of a Certificate of Completion under this Agreement shall not be construed to relieve the Developer of any inspection or approval required by any City department in connection with the construction, completion or occupancy of the Project nor shall it relieve the Developer of any other obligations under this Agreementsuch certificates.

Certificate of Completion. The (a) After Substantial Completion of the Developer Improvements, the Developer shall notify give notice via certified mail return receipt requested to the City when construction Economic Development Administrator of the Project has been substantially completedCity, with a copy to the Economic Development Administrator, of the same. The City shall, within 30 days after such notification, inspect the Project in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans. If the City determines that the Project has not been constructed in substantial conformity with the approved Construction PlansNotwithstanding any other provision of this Agreement, the City Economic Development Administrator shall deliver a written statement to cause the Developer indicating in adequate detail the specific respects in which the Project has not been constructed in substantial conformity with the approved Construction Plans and Developer shall have Improvements to be inspected within thirty (30) days of a reasonable period of time to remedy such deficiencies. The City shall re-inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans and this Agreement. Within a reasonable period of time after determining that the Project has been constructed in substantial conformity with the approved Construction Plans and determining that the following conditions precedent have been satisfied, the City will furnish to the Developer request for a Certificate of Completion substantially in the form set forth in Exhibit E attached hereto certifying the completion and shall furnish such Certificate of Completion within forty-five (45) days of the Project: (1) There Developer’s request for the Certificate. The Certificate of Completion shall exist no uncured Event be in such form as will enable it to be recorded on the New Haven Land Records. For the avoidance of Default hereunder; (2) The City shall have issued confusion, the legal right to occupy the Project is governed exclusively by the issuance of a Certificate of Occupancy for the Project; (3) The City Administrator, or designee, on behalf of the City shall have reasonably determined that the Project has been substantially completed and constructed in accordance with all local, state and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and any applicable permits and in substantial conformity with this Agreement and the final construction plans approved by the City in connection with issuing construction permits, each as applicable; (4) The Developer shall certify to the City that all costs related to the Project under applicable laws and the development Certificate of Completion referenced in this Section addresses only the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date Developer’s satisfaction of the request to the Cityits obligations under this Agreement. (5b) The Certificate of Completion issued for shall be a conclusive determination that the Project shall conclusively satisfy and terminate Developer has (i) Substantially Completed the agreements and covenants construction of the Developer in Improvements and (ii) complied with all other obligations under this Agreement solely with respect to construction concerning the development of the ProjectProject (including, without limitation, the obligations set forth under Article IV and Article VII of this Agreement). The Upon the issuance of the Certificate of Completion, the Developer shall have no further obligations under the terms of this Agreement except the Developer’s obligations under Section 4.7 (Prohibited Uses), Section 4.8 (Operating and Maintenance of the Property), Section 4.9 (Reimbursement of the City), and Article IX (Affordable Housing), which shall continue for the duration of the Term, and except those provisions of this agreement that expressly survive termination or expiration of this Agreement. (c) Notwithstanding any other provision of this Agreement, if the Economic Development Administrator shall refuse or fail to provide certification in accordance with the provisions of this Section 8.3, the Economic Development Administration shall, within such forty-five (45) day period, provide the Developer with a written statement setting forth in adequate detail in what respects the Developer has failed to meet the requirements of Section 8.3(b) above, and what measures or acts will be in necessary for the Developer to take or perform in order to obtain such certification. Following receipt of such written statement, the Developer shall promptly carry out the corrective measures or acts described in the written statement, and a Certificate of Completion under this Agreement shall not will be construed delivered to relieve the Developer within thirty (30) days of the completion of the items by the Developer described in the written statement. In the event of any inspection or approval required by any dispute between the City department in connection and the Developer with respect to the construction, completion or occupancy issuance of the Project nor Certificate of Completion, the Parties shall it relieve participate in the Developer of any other obligations under this AgreementDispute Resolution Procedure.

Certificate of Completion. The Developer shall notify the City HRA when construction of each Phase of the Project has been substantially completed. The City HRA shall, within 30 20 days after such notification, inspect the respective Phase of the Project in order to determine whether the respective Phase of the Project has been constructed in substantial conformity with the approved Construction Plans. If the City HRA reasonably determines that the respective Phase of the Project has not been constructed in substantial conformity with the approved Construction Plans, the City HRA shall deliver a written statement to the Developer indicating in adequate detail the specific respects in which the respective Phase of the Project has not been constructed in substantial conformity with the approved Construction Plans and Developer shall have a reasonable period of time to remedy such deficiencies. The City HRA shall re-inspect the respective Phase of the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied in order to determine whether the respective Phase of the Project has been constructed in substantial conformity with the approved Construction Plans and this Agreement. Within a reasonable period of time 20 calendar days after determining that the respective Phase of the Project has been constructed in substantial conformity with the approved Construction Plans and determining that the following conditions precedent have been satisfiedPlans, the City HRA will furnish to the Developer a Certificate of Completion substantially in the form set forth in attached hereto as Exhibit E attached hereto certifying the completion of the Project: (1) There shall exist no uncured Event respective Phase of Default hereunder; (2) The City shall have issued a Certificate of Occupancy for the Project; (3) The City Administrator, or designee, on behalf of the City shall have reasonably determined that the Project has been substantially completed and constructed in accordance with all local, state and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and any applicable permits and in substantial conformity with this Agreement and the final construction plans approved by the City in connection with issuing construction permits, each as applicable; (4) The Developer shall certify to the City that all costs related to the Project and the development of the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the request to the City. (5) . The Certificate of Completion issued for the respective Phase of the Project shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement solely with respect to construction of the respective Phase of the Project. The issuance of a Certificate of Completion under this Agreement shall not be construed to relieve the Developer of any inspection or approval required by any City department in connection with the construction, completion or occupancy of the respective Phase of the Project nor shall it relieve the Developer of any other obligations under this Agreement.

Certificate of Completion. The After Substantial Completion, the Developer shall notify give notice via recognized overnight courier against a signed receipt, or certified mail return receipt requested to the City when construction Economic Development Administrator, with a copy to their counsel, of the Project has been substantially completed. The City shallsame, within 30 days after such notification, inspect the Project in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans. If the City determines that the Project has not been constructed in substantial conformity with the approved Construction Plans, the City shall deliver a written statement to the Developer indicating in adequate detail the specific respects in which the Project has not been constructed in substantial conformity with the approved Construction Plans and Developer shall have a reasonable period of time to remedy such deficiencies. The City shall re-inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans and this Agreement. Within a reasonable period of time after determining that the Project has been constructed in substantial conformity with the approved Construction Plans and determining that the following conditions precedent have been satisfied, the City will furnish to the Developer requesting a Certificate of Completion substantially in the form set forth in Exhibit E attached hereto certifying the completion of with respect to the Project: . Notwithstanding any other provision of this Agreement, the Economic Development Administrator shall inspect or shall cause the Developer Improvements to be inspected within thirty (130) There shall exist no uncured Event days of Default hereunder; (2) The City shall have issued a request for a Certificate of Occupancy for the Project; Completion and shall furnish such Certificate of Completion within sixty (360) The City Administrator, or designee, on behalf days of the City Developer’s request therefor. A Certificate of Completion shall have reasonably determined that be in such form as will enable it to be recorded on the New Haven Land Records; or, in the alternative, the Developer files an affidavit of facts relating to title or interest in real estate as permitted by Section 7.2(D) of this Agreement, below. A Certificate of Completion shall be a conclusive determination of the satisfaction of the Developer’s obligation to construct the Project has been substantially completed and constructed in accordance with all local, state the terms and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and any applicable permits and in substantial conformity with conditions of this Agreement and the final construction plans approved by the City in connection with issuing construction permits, each as applicable; (4) Agreement. The Developer shall certify to the City that all costs related to the Project and the development effect of the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the request to the City. (5) The Certificate of Completion issued for the Project shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement solely with respect to construction of the Project. The issuance of a Certificate of Completion under shall mean (i) except for ongoing obligations with respect to the operation of the Property, as set forth in Section 3.1 (affordable units)Section 4.1 (Permanent Jobs) and Section 4.4 (PILOT)of this Agreement, all rights of the City with respect to the Property as set forth in this Agreement shall not terminate; and, (ii) any Right of Reversion set forth in this Agreement is extinguished. Notwithstanding any other provision of this Agreement, if the Economic Development Administrator shall refuse or fail to provide a Certificate of Completion in accordance with the provisions of this Section, the Economic Development Administrator shall, within such sixty (60) day period, provide the Developer with a written statement setting forth in adequate detail in what respects the Developer has failed to complete the Project, and what measures or acts will be construed in necessary for the Developer to relieve take or perform in order to obtain a Certificate of Completion the Project. Following receipt of such written statement, the Developer shall promptly carry out the corrective measures or acts described in the written statement, and a Certificate of Completion will be delivered to the Developer within fifteen (15) days of the completion by the Developer of the items set forth in the written statement. In the event of any inspection or approval required by any dispute between the City department in connection and the Developer with respect to the construction, completion or occupancy issuance of the Project nor Certificate of Completion, the parties shall it relieve participate in the Dispute Resolution Procedure set forth herein. Notwithstanding any other provision of this Agreement, if the Economic Development Administrator shall fail to provide the Developer with a Certificate of any other obligations under this AgreementCompletion or with a written statement within such sixty (60) day period of a request for a Certificate of Completion, such failure shall be deemed to constitute certification that the Project has been completed. In such case, the Developer shall, in its sole discretion, record, in lieu of the Certificate of Completion, an Affidavit of Facts relating to title or interest in real estate, as permitted by C.G.S. 47-12a (“Developer’s Affidavit”), on the New Haven Land Records, setting forth the failure of the City to issue a Certificate of Completion within the time required for issuing same. The Developer’s Affidavit shall have the same force and effect as a Certificate of Completion issued by the Economic Development Administrator.

Certificate of Completion. The Developer Upon Completion of the entire Project and/or a Phase, for purposes of releasing the restrictions referenced in this Agreement, and under the Applicable Law, the Borough shall notify the City when issue a Certificate of Completion in proper form for recording, which shall acknowledge that Redeveloper has performed all of its duties and obligations under this Agreement and has Completed construction of the Project has been substantially completed. The City shall, within 30 days after such notification, inspect the Project or Phase in order to determine whether the Project has been constructed in substantial conformity accordance with the approved Construction Plans. If requirements of the City determines that the Project has not been constructed in substantial conformity with the approved Construction PlansApplicable Law, the City shall deliver a written statement to the Developer indicating in adequate detail the specific respects in which the Project has not been constructed in substantial conformity with the approved Construction Plans and Developer shall have a reasonable period of time to remedy such deficiencies. The City shall re-inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans Redevelopment Plan and this Agreement. Within a reasonable period of time after determining that the Project has been constructed in substantial conformity with the approved Construction Plans and determining that the following conditions precedent have been satisfied, the City will furnish to the Developer a Certificate of Completion substantially in the form set forth in Exhibit E attached hereto certifying the completion of the Project: (1) There shall exist no uncured Event of Default hereunder; (2) The City shall have issued a Certificate of Occupancy for the Project; (3) The City Administrator, or designee, on behalf of the City shall have reasonably determined that the Project has been substantially completed and constructed in accordance with all local, state and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and any applicable permits and in substantial conformity with this Agreement and the final construction plans approved by the City in connection with issuing construction permits, each as applicable; (4) The Developer shall certify to the City that all costs related to the Project and the development of the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the request to the City. (5) The Certificate of Completion issued for shall constitute a recordable conclusive determination of the Project shall conclusively satisfy satisfaction and terminate termination of the agreements restrictions, obligations and covenants of the Developer contained in this Agreement solely and in the Redevelopment Plan with respect to Redeveloper’s construction of the ProjectProject or Phase. The Upon issuance of a Certificate of Completion (a) the agreements, restrictions, and covenants set forth in Section 6 shall cease and terminate, except for those covenants and restrictions set forth in Section 6 which shall survive in accordance with the terms of Section 6 for the Project and/or a Phase, (b) the conditions determined to exist at the time the Redevelopment Area was designated as in need of redevelopment shall be deemed to no longer exist for the Project and/or a Phase, and (c) the land and Improvements constituting the Completed Project and/or a Phase within the Redevelopment Area shall no longer be subject to eminent domain based upon such conditions. If the Borough shall fail or refuse to provide the Certificate of Completion within twenty (20) days after written request by Redeveloper, the Borough shall provide to Redeveloper a written statement setting forth in detail the respects in which it believes that Redeveloper has failed to Complete the Project or Phase, or portion thereof, in accordance with the provisions of this Agreement or otherwise has committed an Event of Default under this Agreement or any other applicable agreement and what reasonable measures or acts shall not be construed necessary in order for Redeveloper to relieve the Developer be entitled to a Certificate of any inspection or approval required by any City department in connection with the construction, completion or occupancy Completion. Upon receipt of the Project nor shall Certificate of Completion, Redeveloper may record it relieve in the Developer of any other obligations under this AgreementHunterdon County Clerk’s office.

Certificate of Completion. The 4.10.1 Following the substantial Completion of Construction of the Project, and upon written request from the Developer shall notify for issuance of a Certificate of Completion for the Project, the City when construction of shall inspect the Project to determine whether or not the Project has been substantially completed. The City shall, within 30 days after such notification, inspect the Project completed in order to determine whether the Project has been constructed in substantial conformity compliance with the approved Construction Plansthis Agreement. If the City determines that the Project has is complete and in compliance with this Agreement, the City Manager shall furnish the Developer with a Certificate of Completion for the Project. If the City determines that the Project is not been constructed in substantial compliance with this Agreement, the City Manager shall send written notice of each non- conformity with to the approved Construction PlansDeveloper. Upon issuance of the final certificate of occupancy for the development of the Project, based on the plans submitted by the Developer to the City, the City shall deliver a written statement to furnish the Developer indicating in adequate detail the specific respects in which the Project has not been constructed in substantial conformity with the approved Construction Plans and Developer shall have a reasonable period of time to remedy such deficiencies. The City shall re-inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans and this Agreement. Within a reasonable period of time after determining that the Project has been constructed in substantial conformity with the approved Construction Plans and determining that the following conditions precedent have been satisfied, the City will furnish to the Developer a Certificate of Completion substantially in for the form set forth in Exhibit E attached hereto certifying Project. 4.10.2 The Certificate of Completion, upon issuance, shall be evidence of the City’s conclusive determination of satisfactory substantial completion of the Project:entirety of the Project pursuant to the terms of this Agreement. (1) There shall exist no uncured Event of Default hereunder; (2) 4.10.3 The City shall have issued a Certificate of Occupancy for not unreasonably withhold the Project; (3) The City Administrator, or designee, on behalf of the City shall have reasonably determined that the Project has been substantially completed and constructed in accordance with all local, state and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and any applicable permits and in substantial conformity with this Agreement and the final construction plans approved by the City in connection with issuing construction permits, each as applicable; (4) The Developer shall certify to the City that all costs related to the Project and the development of the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the request to the City. (5) The Certificate of Completion issued for the Project shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement solely with respect to construction of the Project. The issuance of a Certificate of Completion. After the recordation of a Certificate of Completion for the Project, any person then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Property improved with the Project shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement regarding construction or installation of the Project except that such person shall be bound by any reservations, covenants, conditions, restrictions and other interests recorded against the Property pursuant to this Agreement and the Grant Deed. 4.10.4 If the City fails or refuses to issue a Certificate of Completion following written request from the Developer, the City shall, within fifteen (15) calendar days of the Developer’s written request or within three (3) calendar days after the next regular meeting of the City Council, whichever date occurs later, provide the Developer with a written statement setting forth the reasons for the City’s failure or refusal to issue a Certificate of Completion. The statement shall also contain the City’s opinion of the action(s) the Developer must take to obtain a Certificate of Completion from the City. If the reason for the Developer’s failure to complete the Project is confined to the immediate unavailability of specific items or materials for construction or landscaping at a price reasonably acceptable to the Developer or other minor building “punch- 4.10.5 A Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the Project, or any parts thereof. A Certificate of Completion shall not be construed deemed to relieve constitute a notice of completion under Section 3093 of the Developer California Civil Code, nor shall it act to terminate the continuing covenants, restrictions or conditions contained in the Grant Deed or any other instruments recorded against the Property pursuant to this Agreement. A Certificate of any inspection or approval required by any City department in connection with Completion is not evidence of the construction, completion or occupancy compliance of the Project nor shall it relieve with any City Requirements or any building code, conditions of approval, land use, zoning or other requirements of the Developer of City or any Governmental Agency with jurisdiction over the Property, other obligations under this Agreementthan the City.

Certificate of Completion. The Developer shall notify the City EDA when construction of the Project has been substantially completed. The City shall, within 30 days after such notification, EDA shall inspect the Project in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans. If the City EDA determines that the Project has not been constructed in substantial conformity with the approved Construction Plans, the City EDA shall deliver a written statement to the Developer indicating in adequate detail the specific respects in which the Project has not been constructed in substantial conformity with the approved Construction Plans and Developer shall have a reasonable period of time to remedy such deficiencies. The City EDA shall re-re- inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans and this Agreement. Within a reasonable period of time after determining that the Project has been constructed in substantial conformity with the approved Construction Plans and determining that the following conditions precedent have been satisfied, the City The EDA will furnish to the Developer a Certificate of Completion substantially in the form set forth in Exhibit E F attached hereto certifying the completion of the ProjectProject within a reasonable period of time after determining that the following conditions precedent have been satisfied: (1) There shall exist no uncured Event of Default hereunder; (2) The City shall have issued a Certificate of Occupancy for all of the ProjectImprovements (provided, however, that the Developer shall not be required to obtain a Certificate of Occupancy with respect to any tenant improvements); (3) The City AdministratorEDA’s Executive Director, or designee, on behalf of the City EDA shall have reasonably determined that the Project has been substantially completed and constructed in accordance with all local, state and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and any applicable permits and in substantial conformity with this Agreement Agreement, the Development Contract and the final construction plans approved by the City in connection with issuing construction permits, each as applicable; (4) The Developer shall certify to the City EDA that all costs related to the Project and the development of the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the request to the City. (5) EDA. The Certificate of Completion issued for the Project shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement solely with respect to construction of the Project. The issuance of a Certificate of Completion under this Agreement shall not be construed to relieve the Developer of any inspection or approval required by any City department in connection with the construction, completion or occupancy of the Project nor shall it relieve the Developer of any other obligations under this Agreement.

Certificate of Completion. The (A) After Substantial Completion, the Developer shall notify give notice via recognized overnight courier against a signed receipt, or certified mail return receipt requested to the City when construction Economic Development Administrator, with a copy to their counsel, of the Project has been substantially completed. The City shallsame, within 30 days after such notification, inspect the Project in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans. If the City determines that the Project has not been constructed in substantial conformity with the approved Construction Plans, the City shall deliver a written statement to the Developer indicating in adequate detail the specific respects in which the Project has not been constructed in substantial conformity with the approved Construction Plans and Developer shall have a reasonable period of time to remedy such deficiencies. The City shall re-inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans and this Agreement. Within a reasonable period of time after determining that the Project has been constructed in substantial conformity with the approved Construction Plans and determining that the following conditions precedent have been satisfied, the City will furnish to the Developer requesting a Certificate of Completion substantially in the form set forth in Exhibit E attached hereto certifying the completion of the Project: (1) There shall exist no uncured Event of Default hereunder; (2) The City shall have issued a Certificate of Occupancy for the Project; (3) The City Administrator, or designee, on behalf of the City shall have reasonably determined that the Project has been substantially completed and constructed in accordance with all local, state and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and any applicable permits and in substantial conformity with this Agreement and the final construction plans approved by the City in connection with issuing construction permits, each as applicable; (4) The Developer shall certify to the City that all costs related to the Project and the development of the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the request to the City. (5) The Certificate of Completion issued for the Project shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement solely with respect to construction of the Project. The issuance Notwithstanding any other provision of this Agreement, the Economic Development Administrator shall inspect or shall cause the Developer Improvements to be inspected within thirty (30) days of a request for a Certificate of Completion under and shall furnish such Certificate of Completion within forty-five (45) days of the Developer’s request therefor. A Certificate of Completion shall be in such form as will enable it to be recorded on the New Haven Land Records. (B) A Certificate of Completion shall be a conclusive determination of the satisfaction of the Developer’s obligation to construct the Developers Improvements and shall state that the Developer’s obligations to construct the Developers Improvements have been Substantially Completed, the effect of the issuance of such Certificate of Completion shall mean all rights of the City with respect to the Property as set forth in this Agreement shall not terminate. (C) Notwithstanding any other provision of this Agreement, if the Economic Development Administrator shall refuse or fail to provide a Certificate of Completion in accordance with the provisions of this Section, the Economic Development Administrator shall, within such forty-five (45) day period, provide the Developer with a written statement setting forth in adequate detail in what respects the Developer has failed to complete the Project, and what measures or acts will be construed in necessary for the Developer to relieve take or perform in order to obtain a Certificate of Completion the Project. Following receipt of such written statement, the Developer shall promptly carry out the corrective measures or acts described in the written statement, and a Certificate of Completion will be delivered to the Developer within fifteen (15) days of the completion by the Developer of the items set forth in the written statement. In the event of any inspection or approval required by any dispute between the City department in connection and the Developer with respect to the construction, completion or occupancy issuance of the Project nor Certificate of Completion, the parties shall it relieve participate in the Dispute Resolution Procedure set forth herein. (D) Notwithstanding any other provision of this Agreement, if the Economic Development Administrator shall fail to provide the Developer with a Certificate of any other obligations under this Agreement.Completion or with a written statement within such forty-five

Certificate of Completion. The Developer shall notify the City when construction a. Upon Substantial Completion of the Project has been substantially completed. The City shall, within 30 days after such notification, inspect the Project Improvements in order to determine whether the Project has been constructed in substantial conformity accordance with the approved Construction Plans. If the City determines that the Project has not been constructed in substantial conformity with the approved Construction Plansprovisions of this Agreement, the City shall deliver a furnish Developer with an instrument certifying such completion (herein called the “Certificate of Completion”). Upon written statement request by ▇▇▇▇▇▇▇▇▇, the Property may be divided into parts or parcels, provided that such subdivision, in the reasonable opinion of the City, is not inconsistent with the Development Plan or this Agreement. At its sole discretion, the City may furnish Developer with individual Certificates of Completion upon proper completion of the Improvements relating to any such part or parcel. b. When ▇▇▇▇▇▇▇▇▇ considers all Project work required hereunder to be complete, in conformance with this Agreement, and ready for final inspection, it shall so notify the Director of P&DD (herein called the “Director”). Within thirty (30) days of such written notification, the Director will thereafter make or cause to be made such inspection. If, upon such inspection, the Director finds the entire work not fully completed or portions not acceptable under the terms and conditions of this Agreement, the Director will so notify Developer in writing indicating in adequate detail in what respects Developer has failed to complete the specific respects Improvements in which the Project has not been constructed accordance with this Agreement or is otherwise in substantial conformity with the approved Construction Plans Default, and what measures and acts Developer shall have a reasonable period of time to remedy such deficiencies. The City shall re-inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied must take or perform in order to determine whether cure such nonconformity or Default. Developer shall thereafter promptly complete the Project has been constructed Improvements in substantial conformity accordance with such directive so as to conform the approved Construction Plans and construction of the Improvements as required by this Agreement. Within a reasonable period of time after determining . c. Upon the Director's determination that the Project has been constructed is complete and in substantial conformity conformance with the approved Construction Plans all provisions and determining that the following conditions precedent have been satisfiedrequirements of this Agreement, the City will furnish to Director shall issue the Developer a Certificate of Completion. d. Except as may be stated therein, the Certificate of Completion substantially in shall be a conclusive acknowledgment by P&DD of satisfaction by Developer of its obligations under this Agreement for the form set forth in Exhibit E attached hereto certifying the completion portion of the Project: (1) There shall exist no uncured Event of Default hereunder; (2) The City shall have issued a Property addressed by the Certificate of Occupancy for the Project; (3) The City Administrator, or designee, on behalf of the City shall have reasonably determined that the Project has been substantially completed and constructed in accordance with all local, state and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and any applicable permits and in substantial conformity with this Agreement and the final construction plans approved by the City in connection with issuing construction permits, each as applicable; (4) The Developer shall certify to the City that all costs related to the Project and the development of the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the request to the City. (5) Completion. The Certificate of Completion issued for shall not, however, constitute evidence of compliance with or satisfaction of (i) any obligation of Developer to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the Project shall conclusively satisfy and terminate Improvements, or any part thereof, or (ii) the agreements and covenants requirements of the Developer in this Agreement solely any department, agency or entity with respect to construction of the Project. any building, occupancy, or other permits. e. The issuance of a Certificate of Completion under shall be in such form as can be recorded against the Property. The cost of recording the Certificate of Completion shall be the responsibility of Developer. The Certificate of Completion is subject to the Affordable Housing Requirement as defined in Exhibit B and shall include a thirty (30) year Affordable Housing Requirement that runs with the land and that is applicable to all successors and assigns. Such thirty (30) year period shall begin on the date of such Certificate of Completion. f. The Certificate of Completion shall be in such form as can be recorded against the Property. The cost of recording the Certificate of Completion shall be the responsibility of City. g. For purposes of this Agreement shall not Agreement, “Substantial Completion” means when the Improvements are sufficiently complete in accordance with the Construction Plans such that the Property may be construed to relieve used by the Developer of any inspection or approval required and the public for the intended uses contemplated by any City department in connection with the construction, completion or occupancy of the Project nor shall it relieve the Developer of any other obligations under this Agreement.

Certificate of Completion. The Developer shall notify a. Subsequent to the City when construction proper completion of the Project has been substantially completed. The City shall, within 30 days after such notification, inspect the Project Improvements in order to determine whether the Project has been constructed in substantial conformity accordance with the approved Construction Plans. If the City determines that the Project has not been constructed in substantial conformity with the approved Construction Plansprovisions of this Agreement, the City shall deliver a written statement to furnish the Developer indicating with an instrument certifying such completion (herein called the “Certificate of Completion”). Upon written request by the Developer, the Property may be divided into several parts or parcels, provided that such subdivision, in adequate detail the specific respects in which opinion of the Project has City, is not been constructed in substantial conformity inconsistent with the approved Construction Plans and Developer shall have a reasonable period purposes of time to remedy such deficiencies. The City shall re-inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans Development Plan and this Agreement. At its sole discretion, the City may furnish the Developer with individual Certificates of Completion upon proper completion of the Improvements relating to any such part or parcel. b. When the Developer considers all Project work required hereunder to be complete, in conformance with this Agreement, and ready for final inspection, it shall so notify the Director of the CITY’s Community Economic Development Department (“CEDD”) (herein called the “Director”). Within a reasonable period thirty (30) days of time after determining such written notification, the Director will thereafter make or cause to be made such inspection. If, upon such inspection, the Director finds the entire work not fully completed or portions not acceptable under the terms and conditions of this Agreement, the Director will so notify the Developer in writing indicating in detail in what respects the Developer has failed to complete the Improvements in accordance with this Agreement or is otherwise in Default, and what measures and acts the Developer must take or perform in order to cure such nonconformity or Default. The Developer shall thereafter promptly complete the Improvements in accordance with such directive so as to conform the construction of the Improvements as required by this Agreement. c. Upon the Director's determination that the Project has been constructed is complete and in substantial conformity conformance with the approved Construction Plans all provisions and determining that the following conditions precedent have been satisfiedrequirements of this Agreement, the City will furnish to Director shall issue the Developer a Certificate of Completion. d. Except as may be stated therein, the Certificate of Completion substantially in shall be a conclusive acknowledgement by CEDD of satisfaction by the form set forth in Exhibit E attached hereto certifying Developer of its obligations under this Agreement for the completion portion of the Project:Property addressed by the Certificate of Completion, except as provided in Sections 7.01b, 7.01c and 7.01d hereof. The Certificate of Completion shall not, however, constitute evidence of compliance with or satisfaction of (1) There shall exist no uncured Event any obligation of Default hereunder;the Developer to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the Improvements, or any part thereof, or (2) The City shall have issued a Certificate the requirements of Occupancy for the Project; (3) The City Administratorany department, agency or entity with respect to any building, occupancy, or designee, on behalf of the City shall have reasonably determined that the Project has been substantially completed and constructed in accordance with all local, state and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and any applicable permits and in substantial conformity with this Agreement and the final construction plans approved by the City in connection with issuing construction other permits, each as applicable; (4) The Developer shall certify to the City that all costs related to the Project and the development of the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the request to the City. (5) e. The Certificate of Completion issued for shall be in such form as can be recorded against the Project shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement solely with respect to construction of the ProjectProperty. The issuance cost of a recording the Certificate of Completion under this Agreement shall not be construed to relieve the Developer of any inspection or approval required by any City department in connection with the construction, completion or occupancy responsibility of the Developer. f. In the Director's discretion, Certificates of Completion may be given for each phase if the Project nor shall it relieve the Developer of any other obligations under this Agreementis developed in phases.

Certificate of Completion. The Developer shall notify the City when construction Following satisfactory completion of the all Project has been substantially completed. The City shallComponents, within 30 days after such notification, inspect the Project in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans. If the City determines that the Project has not been constructed in substantial conformity with the approved Construction Plans, the City shall deliver furnish Developer with a written statement to the Developer indicating in adequate detail the specific respects in which the Project has not been constructed in substantial conformity with the approved Construction Plans and Developer shall have a reasonable period of time to remedy such deficiencies. The City shall re-inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans and this Agreement. Within a reasonable period of time after determining that the Project has been constructed in substantial conformity with the approved Construction Plans and determining that the following conditions precedent have been satisfied, the City will furnish to the Developer a “Final Certificate of Completion Completion” substantially in the form of Exhibit N attached hereto and incorporated herein by this reference. City shall not unreasonably withhold, condition or delay such Final Certificate of Completion.‌ The Final Certificate of Completion shall be, and shall state that it is, conclusive determination of satisfactory completion of the Project improvements required by this Agreement. Upon request by Developer, following satisfactory completion of a Project Component or certain aspects of one or more buildings comprising a Project Component (as determined by City) in accordance with this Agreement, City shall furnish Developer with a “Partial Certificate of Completion” as to such completed buildings. Any Partial Certificate of Completion shall be, and shall state that it is, conclusive determination of satisfactory completion only of those portions of the Project as specified therein; if none is or are specified, such Partial Certificate of Completion shall be invalid ab initio. After issuance of such Partial Certification of Completion or Final Certificate of Completion, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Property covered by said Partial Certification of Completion or Final Certificate of Completion shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement pertaining to such construction. Except as otherwise provided herein, after the issuance of a Partial Certificate of Completion or Final Certificate of Completion for the Property (or such portion thereof), neither City nor any other person shall have any rights, remedies or controls with respect to the Property (or such portion thereof) that it would otherwise have or be entitled to exercise under this Agreement as a result of a default in or breach of any provision of this Agreement pertaining to such construction, and the respective rights and obligations of the parties with reference to the Property (or portion thereof) shall be, as applicable, as set forth in Exhibit E attached hereto certifying the completion Grant Deed, Deed of Trust, Grant of Easements Agreement, Affordable Housing Agreement, Retail Agreement, CC&Rs and other documents to be recorded against the Project: (1) There shall exist no uncured Event of Default hereunder; (2) Property pursuant to this Agreement. The City shall have issued a Certificate of Occupancy for the Project; (3) The City Administrator, or designee, on behalf of the City shall have reasonably determined that the Project has been substantially completed and constructed in accordance with all local, state and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and any applicable permits and in substantial conformity with this Agreement and the final construction plans approved by the City in connection with issuing construction permits, each as applicable; (4) The Developer shall certify to the City that all costs related to the Project and the development of the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the request to the City. (5) The Final Certificate of Completion issued for and any Partial Certificates of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of any mortgage, or any insurer of a mortgage securing money loaned to finance the Project shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement solely with respect to construction of the Projector any part thereof. The issuance of a Final Certificate of Completion under this Agreement and any Partial Certificates of Completion shall not be construed deemed a notice of completion as referred to relieve the Developer of any inspection or approval required by any City department in connection with the construction, completion or occupancy of the Project nor shall it relieve the Developer of any other obligations under this AgreementCalifornia Civil Code Section 9208.

Certificate of Completion. The Developer shall notify the City when construction of the Project Minimum Improvements has been substantially completed. The City shall, within 30 days after such notification, inspect the Project Minimum Improvements in order to determine determine (A) whether the Project Minimum Improvements has been constructed in substantial conformity with the approved Construction PlansPlans and (B) the Developed Square Footage. If the City determines that the Project Minimum Improvements has not been constructed in substantial conformity with the approved Construction PlansPlans in ways other than the total square footage, the City shall deliver a written statement to the Developer indicating in adequate detail the specific respects in which the Project has Minimum Improvements have not been constructed in substantial conformity with the approved Construction Plans and Developer shall have a reasonable period of time to remedy such deficiencies. The City shall re-inspect the Project Minimum Improvements within a reasonable period of time after receiving notice that such deficiencies have been remedied in order to determine whether the Project Minimum Improvements has been constructed in substantial conformity with the approved Construction Plans and this Agreement. Within a reasonable period of time after determining that the Project Minimum Improvements has been constructed in substantial conformity with the approved Construction Plans and determining that the following conditions precedent have been satisfied, the City will furnish to the Developer a Certificate of Completion substantially in the form set forth in Exhibit E D attached hereto certifying the completion of the ProjectMinimum Improvements and the Developed Square Footage: (1) There shall exist no uncured Event of Default hereunder; (2) The City shall have issued a Certificate of Occupancy for the ProjectMinimum Improvements; (3) The City Administrator, or designee, on behalf of the City shall have reasonably determined that the Project Minimum Improvements has been substantially completed and constructed in accordance with all local, state and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and any applicable permits and in substantial conformity with this Agreement and the final construction plans approved by the City in connection with issuing construction permits, each as applicable; (4) The Developer shall certify to the City that all costs related to the Project Minimum Improvements and the development of the Development Property, including without limitation, payments to all contractors, subcontractors, and project Minimum Improvements laborers, have been paid prior to the date of the request to the City. (5) The Certificate of Completion issued for the Project Minimum Improvements shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement solely with respect to construction of the ProjectMinimum Improvements. The issuance of a Certificate of Completion under this Agreement shall not be construed to relieve the Developer of any inspection or approval required by any City department in connection with the construction, completion or occupancy of the Project Minimum Improvements nor shall it relieve the Developer of any other obligations under this Agreement.

Certificate of Completion. The Developer shall notify the City when construction of the Project has been substantially completed. The City shall, within 30 days after such notification, shall promptly inspect the Project in order to determine whether the Project has been constructed in substantial conformity with this Agreement, the approved Construction Plans, the PUD and the Development Agreement. If the City determines that the Project has not been constructed in substantial conformity with this Agreement, the approved Construction Plans, the PUD and the Development Agreement, the City shall deliver a written statement to the Developer indicating in adequate detail the specific respects in which the Project has not been constructed in substantial conformity with the approved Construction Plans and Developer shall have a reasonable period of time to promptly remedy such deficiencies. The City shall re-inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans and this Agreement. Within a reasonable period of time after Promptly upon determining that the Project has been constructed in substantial conformity with this Agreement, the approved Construction Plans Plans, the PUD and determining that the following conditions precedent have been satisfiedDevelopment Agreement, the City will furnish to the Developer a Certificate of Completion substantially in the form set forth in Exhibit E attached hereto as Exhibit F certifying the completion of the Project: (1) There shall exist no uncured Event of Default hereunder; (2) The City shall have issued a Certificate of Occupancy for the Project; (3) The City Administrator, or designee, on behalf of the City shall have reasonably determined that the Project has been substantially completed and constructed in accordance with all local, state and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and any applicable permits and in substantial conformity with this Agreement and the final construction plans approved by the City in connection with issuing construction permits, each as applicable; (4) The Developer shall certify to the City that all costs related to the Project and the development of the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the request to the City. (5) . The Certificate of Completion issued for the Project shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement solely with respect and the Deed to construction of construct the Project. The issuance of a Developer may cause the Certificate of Completion under this Agreement shall to be recorded in the proper office for recordation of deeds and other instruments pertaining to the Development Property. The Certificate of Completion does not be construed to relieve release the obligations of the Developer of any inspection or approval required by any City department in connection under Sections 3(f) 5(b), 6(b), 8(a) with the constructionrespect to its obligation to provide a one year landscaping warranty, completion or occupancy 8(c), 11(c) and 22 of the Project nor shall it relieve Development Agreement, the obligations of the Developer under Sections 3.8(1), 3.8(6), 3.10, 4.2, 5.5, 5.6, 6.1, 6.2 and 6.3 of any other obligations under this Agreement, the Minimum Assessment Agreement or the Parking Easement Agreement (attached as Exhibit C to the Development Agreement).

Certificate of Completion. The Developer shall notify Without prejudice to the City when construction right of the Project has Client under any such clause(s) herein contained, as soon as in the opinion of the consultant, the works shall have been substantially completed. The City shallcompleted and shall have satisfactorily passed any final test that may be prescribed by the contract, within 30 days after such notification, inspect the Project Director on the certification by the consultant will issue to the Contractor a certificate of completion in order to determine whether respect of the Project has been constructed in substantial conformity with work, and the approved Construction Plans. If period of maintenance of work shall commence from the City determines date of such certificate, provided that the Project has not been constructed in substantial conformity Director on certification by the consultant may give such a certificate with respect to any independent part of the approved Construction Plans, the City shall deliver a written statement to the Developer indicating in adequate detail the specific respects in which the Project has not been constructed in substantial conformity with the approved Construction Plans and Developer shall have a reasonable period of time to remedy such deficiencies. The City shall re-inspect the Project within a reasonable period of time after receiving notice that such deficiencies have been remedied in order to determine whether the Project has been constructed in substantial conformity with the approved Construction Plans and this Agreement. Within a reasonable period of time after determining that the Project has been constructed in substantial conformity with the approved Construction Plans and determining that the following conditions precedent have been satisfied, the City will furnish to the Developer a Certificate of Completion substantially in the form set forth in Exhibit E attached hereto certifying works before the completion of the Project: (1) There shall exist no uncured Event of Default hereunder; (2) The City shall have issued a Certificate of Occupancy for the Project; (3) The City Administrator, or designee, on behalf whole of the City works, and when any such certificate is given in respect of such a part of the works, such part shall have reasonably determined that the Project has been substantially be considered as completed and constructed the period of maintenance of such part shall commence from the date of such certificate. Provided also that a certificate of completion given in accordance with all local, state and federal laws and regulations (including without limitation environmental, zoning, building code, housing code, and public health laws and regulations), and the foregoing provisions of any applicable permits and in substantial conformity with this Agreement and the final construction plans approved by the City in connection with issuing construction permits, each as applicable; (4) The Developer shall certify to the City that all costs related to the Project and the development part of the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the request to the City. (5) The Certificate of Completion issued for the Project shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement solely with respect to construction of the Project. The issuance of a Certificate of Completion under this Agreement works shall not be construed deemed to relieve the Developer certify completion of any inspection ground or approval required surface requiring reinstatement, unless such certificate shall expressly so state. Provided further that no such certificate shall be given nor shall the works or any of its parts be considered to be complete until the Contractor shall have removed from the premises on which the works or any such parts shall be executed, all scaffoldings, surplus materials of all kinds and rubbish, buildings and other construction materials of all kinds and cleaned off the dirt from all woodwork, doors, windows, walls, floors, or other parts of any building or buildings, or road works and road structures, water supply, sewerage or drainage works, sanitary installations, gas and electric fittings, in, upon, or about which the works are to be executed, or which he may have had possession for the purpose of the execution thereof, nor until the works shall have been measured by any City department in connection the consultant whose measurements shall be binding and conclusive against the Contractor. If the Contractor shall fail to comply with the constructionrequirements of this clause as to the removal of scaffoldings, surplus material of all kinds and rubbish as aforesaid and cleanings of dirt on or before the date flexed for the completion or occupancy of the works, the Project nor Director on advice of the consultant may at the expense of the Contractor, remove such scaffoldings of surplus materials of all kinds and rubbish and dispose of the same as he thinks fit, and clean off such dirt as aforesaid and the Contractor shall it relieve forthwith pay the Developer amount of all expenses so incurred, and shall have no claim in respect of any other obligations under this Agreement.such scaffoldings or surplus materials, of all kinds as aforesaid, except for any sum actually realized by sale thereof. Alterations, omissions or substitutions do not invalidate the contract