Common use of Offsite Improvements Clause in Contracts

Offsite Improvements. [If no offsite improvements are proposed, then delete the remainder of this section and insert N/A] Customer agrees to construct the System in accordance with the approved plans and specifications at its sole expense up to acceptance of the System by the FPUA, including but not limited to, fees and costs associated with the Project for consultants, testing, permitting, utility connections, surveying, legal, construction, construction management, certification, bonds, warranties, record drawings or any other fees and costs required to complete the Project. The timely payment by Customer of all fees and costs in accordance with the terms set forth herein shall be considered essential to the continued performance by FPUA of the terms and conditions of this Agreement. In order to ensure construction of the offsite improvements required for the System, the Customer shall provide FPUA with Security Exhibit “D” in the amount of $_________________, which represents one hundred percent (100%) of the estimated construction costs of the required offsite improvements. Attached Exhibit "C" sets forth the materials and installation costs of the offsite improvements. Customer shall provide the Security within sixty (60) days of the execution of this Agreement by FPUA. If Customer fails to commence construction of the offsite improvements as defined in Exhibit "B" and more specifically defined in the approved plans provided by _____________________________ within 180 days from the date of execution of the Agreement, FPUA may claim all monies secured by Exhibit "D", the approved offsite design provided by______________________________________, and all permits executed in conjunction with the Project in order to construct the offsite improvements without recourse from Customer or its successors or assigns. Any funds in excess of the actual construction cost shall be to the benefit of the Customer and shall be returned to Customer within sixty (60) days of the certification and acceptance by FPUA of the offsite improvements. The Customer will be liable and responsible for any cost overruns or other amounts in excess of contract price.

Offsite Improvements. [If no offsite improvements are proposed, then delete the remainder of this section and insert N/A] Customer agrees to construct the System in accordance with the approved plans and specifications at its sole expense up to acceptance of the System by the FPUA, including but not limited to, fees and costs associated with the Project for consultants, testing, permitting, utility connections, surveying, legal, construction, construction management, certification, bonds, warranties, record drawings or any other fees and costs required to complete the Project. The timely payment by Customer of all fees and costs in accordance with the terms set forth herein shall be considered essential to the continued performance by FPUA of the terms and conditions of this Agreement. In order to ensure construction of the offsite improvements required for the System, the Customer shall provide FPUA with Security Exhibit “D” in the amount of $_________________, which represents one hundred percent (100%) of the estimated construction costs of the required offsite improvements. Attached Exhibit "C" sets forth the materials and installation costs of the offsite improvements. Customer shall provide the Security within sixty (60) days of the execution of this Agreement by FPUA. If Customer fails to commence construction of the offsite improvements as defined in Exhibit "B" and more specifically defined in the approved plans provided by _____________________________ within 180 days from the date of execution of the Agreement, FPUA may claim all monies secured by Exhibit "D", the approved offsite design provided by______________________________________by , and all permits executed in conjunction with the Project in order to construct the offsite improvements without recourse from Customer or its successors or assigns. Any funds in excess of the actual construction cost shall be to the benefit of the Customer and shall be returned to Customer within sixty (60) days of the certification and acceptance by FPUA of the offsite improvements. The Customer will be liable and responsible for any cost overruns or other amounts in excess of contract price.

Offsite Improvements. [If no offsite improvements are proposed, then delete the remainder of this section and insert N/A] Customer agrees to construct the System in accordance with the approved plans and specifications at its sole expense up to acceptance of the System by the FPUA, including but not limited to, fees and costs associated with the Project for consultants, testing, permitting, utility connections, surveying, legal, construction, construction management, certification, bonds, warranties, record drawings or any other fees and costs required to complete the Project. The timely payment by Customer of all fees and costs in accordance with the terms set forth herein shall be considered essential (a) Subject to the continued performance by FPUA of the other terms and conditions of this Agreement. In hereof, Contributor shall use its reasonable best efforts to Fully Complete the Offsite Improvements as soon as reasonably possible and in any event by the Outside Date, and shall be solely responsible for any costs and expenses required in order to ensure construction Fully Complete the Offsite Improvements. (b) In the event Contributor does not expect to Fully Complete the Offsite Improvements prior to the Scheduled Closing Date, Contributor shall provide written notice to the Partnership (which Contributor shall endeavor to deliver at least ten (10) days prior to such date), which notice shall indicate in reasonable detail the remaining work that is expected to be required after Closing in order to Fully Complete the Offsite Improvements and Contributor’s good faith estimates of the offsite improvements costs and expenses required to be incurred for such work and the date of Full Completion. (c) To the extent that the Offsite Improvements have not been Fully Completed at the Closing: (i) Contributor’s obligations pursuant to this Section 7.6 shall continue in effect following the Closing and Contributor shall be solely responsible for any costs and expenses incurred to Fully Complete the Offsite Improvements (and shall ensure that the Partnership is named as an additional insured on all WT, other contractor and Contributor insurance policies for the SystemOffsite Improvements and is otherwise completely and fully indemnified from and against any claims from WT, other contractors and third parties or otherwise in connection with the Customer shall provide FPUA with Security Exhibit “D” post-Closing work, in each case, to the amount of $_________________, which represents one hundred percent extent Contributor has the right to so require under the applicable Construction Contracts and other agreements); and (100%ii) of the estimated construction costs of the required offsite improvements. Attached Exhibit "C" sets forth the materials and installation costs of the offsite improvements. Customer Contributor shall provide the Security Partnership monthly updates as promptly as practicable (and in any event within sixty twenty (6020) days after each calendar month end) setting forth in reasonable detail (x) the status of and any material developments or changes to the Offsite Improvements, (y) estimates of the execution remaining costs to Fully Complete the Offsite Improvements, and (z) an updated Offsite Improvements project schedule. (d) For clarity, the Full Completion of the Offsite Improvements is not a condition precedent to the Partnership’s obligation to close, and the failure to Fully Complete the Offsite Improvements by Closing shall not be a default by Contributor hereunder. (e) The provisions of this Agreement by FPUA. If Customer fails to commence construction of Section 7.6 shall survive the offsite improvements as defined in Exhibit "B" and more specifically defined in the approved plans provided by _____________________________ within 180 days from the date of execution of the Agreement, FPUA may claim all monies secured by Exhibit "D", the approved offsite design provided by______________________________________, and all permits executed in conjunction with the Project in order to construct the offsite improvements without recourse from Customer or its successors or assigns. Any funds in excess of the actual construction cost shall be to the benefit of the Customer and shall be returned to Customer within sixty (60) days of the certification and acceptance by FPUA of the offsite improvements. The Customer will be liable and responsible for any cost overruns or other amounts in excess of contract priceClosing.

Offsite Improvements. [If no offsite improvements are proposed, then delete the remainder of this section and insert N/A] Customer agrees to construct the System in accordance with the approved plans and specifications at its sole expense up to acceptance of the System by the FPUA, including but not limited to, fees and costs associated with the Project for consultants, testing, permitting, utility connections, surveying, legal, construction, construction management, certification, bonds, warranties, record drawings or any other fees and costs required to complete the Project. The timely payment by Customer of all fees and costs in accordance with the terms set forth herein shall be considered essential to the continued performance by FPUA of the terms and conditions of this Agreement. In order to ensure construction of the offsite improvements required for the System, the Customer shall provide FPUA with Security Exhibit “D” in the amount of $_________________$ , which represents one hundred percent (100%) of the estimated construction costs of the required offsite improvements. Attached Exhibit "C" sets forth the materials and installation costs of the offsite improvements. Customer shall provide the Security within sixty (60) days of the execution of this Agreement by FPUA. If Customer fails to commence construction of the offsite improvements as defined in Exhibit "B" and more specifically defined in the approved plans provided by _____________________________ within 180 days from the date of execution of the Agreement, FPUA may claim all monies secured by Exhibit "D", the approved offsite design provided by______________________________________by , and all permits executed in conjunction with the Project in order to construct the offsite improvements without recourse from Customer or its successors or assigns. Any funds in excess of the actual construction cost shall be to the benefit of the Customer and shall be returned to Customer within sixty (60) days of the certification and acceptance by FPUA of the offsite improvements. The Customer will be liable and responsible for any cost overruns or other amounts in excess of contract price.

Offsite Improvements. [If (a) The Developer Offsite Improvements shall be completed by Developer by no offsite improvements later than June 1, 1997. Preliminary Offsite Improvements shall be completed by no later than December 31, 1996; provided, however, that if Force Majeure prevents completion of the widening and resurfacing of Vaug▇▇ ▇▇▇d (the "Vaug▇▇ ▇▇▇d Project") by December 1, 1996, the time allowed hereunder for completion of the Vaug▇▇ ▇▇▇d Project shall be extended for a period equivalent to the period of such delay caused by the Force Majeure events. All Secondary Offsite Improvements which are proposedrequired by the City of Dixo▇ ▇▇ other applicable governmental agency to be completed by Developer shall be completed by no later than June 1, then delete the remainder of this section and insert N/A] Customer agrees to construct the System in accordance with the approved plans 1997. Plans and specifications at for the Offsite Improvements shall be provided to TGC by no later than ten days following date of execution hereof and TGC shall have ten (10) business days thereafter in which to either grant its sole expense up to acceptance approval or deny approval by providing written specification of the System by reasons therefor. The parties acknowledge that TGC is materially relying upon Developer to complete its obligations as set forth herein so that the FPUA, including but not limited to, fees and costs associated with Project can be completed in a manner which will allow TGC to obtain working occupancy of the Project for consultantsuse as a distribution facility by December 1, testing1997. In the event the Offsite Improvements required to be completed by Developer are not completed by the respective dates set forth herein, permittingthe parties acknowledge that TGC will suffer damage arising from TGC's need to commence and complete the Project in the manner described in this Section 5.3(a), utility connectionsDeveloper shall be responsible for such consequential damages, surveying, legal, construction, construction management, certification, bonds, warranties, record drawings or in addition to and cumulative with any other fees and costs required remedies available to complete TGC or at law, or in equity, or under the Project. The timely payment by Customer of all fees and costs in accordance with the terms set forth herein shall be considered essential to the continued performance by FPUA of the terms and conditions provisions of this Agreement. In order to ensure construction . (b) Upon completion of the offsite improvements required for Offsite Improvements as set forth above, TGC shall pay to Developer the Systemsum of $150,000 cash as its contribution to the costs thereof. For purposes hereof, the Customer term "completion" shall provide FPUA with Security Exhibit “D” in mean that the amount City of $_________________, which represents one hundred percent (100%) Dixo▇ ▇▇▇ the State of California shall have approved all of the estimated construction costs of the required offsite improvements. Attached Exhibit "C" sets forth the materials and installation costs of the offsite improvements. Customer shall provide the Security within sixty (60) days of the execution of this Agreement by FPUA. If Customer fails to commence construction of the offsite improvements as defined in Exhibit "B" and more specifically defined in the approved plans provided by _____________________________ within 180 days from the date of execution of the Agreement, FPUA may claim all monies secured by Exhibit "D", the approved offsite design provided by______________________________________, and all permits executed in conjunction with the Project in order to construct the offsite improvements without recourse from Customer or its successors or assigns. Any funds in excess of the actual construction cost shall be to the benefit of the Customer Offsite Improvements and shall require no further work of construction or installation be returned to Customer within sixty (60) days of the certification and acceptance by FPUA of the offsite improvements. The Customer will be liable and responsible for any cost overruns or other amounts in excess of contract priceperformed with respect thereto.