Common use of Right of Reversion Clause in Contracts

Right of Reversion. (A) Without prejudice to any other rights or remedies of the City hereunder, it is agreed and understood that if, after conveyance of the Property to the Developer, the Developer shall fail to carry out the Developer Improvements in accordance with the Project Schedule on or prior to the Projects Completion Date (as the same may be extended from time to time pursuant to this Agreement) then the City may, in the exercise of the City’s sole and absolute discretion, exercise its Right of Reversion, in which event the Developer shall (if so demanded by the City) execute such deeds or other documentation as may reasonably be required to effect such Right of Reversion provided that such Right of Reversion shall be subject to the rights of any Mortgagee described in Section 3.15 below, and provided further that if the City exercises its Right of Reversion prior to the Developer's completion of the Environmental Remediation Work, the City shall complete the Environmental Remediation Work in accordance with the RAP, at the City's sole cost and expense, subject to Developer assigning all of its rights, title and interests to the City under the Developer’s DECD Brownfields Grant Agreement and/or any other agreement Developer has entered for funding obtained from the State, as well as any and all permits, approvals or other related documentation or agreements necessary for the City to complete the Environmental Remediation Work . In addition, if the City’s exercise of its Right of Reversion triggers the CT Transfer Act (CGS 22a-134, et seq.), the City shall file a Form III as the “certifying party” and shall be responsible for all filings, fees and costs of investigation and remediation at its sole cost and expense. (B) In the event that the City shall exercise its Right of Reversion, then, to the extent required, the Developer shall cooperate with the City in the City’s exercise of its rights under the Assistance Agreement (as described in the Memorandum of Understanding) to obtain the remaining funds thereunder in order to complete the Environmental Remediation Work which shall include the execution and delivery of such documentation as may be reasonably deemed necessary or desirable and the preparation and delivery of appropriate project records. (C) The Right of Reversion shall terminate upon the issuance of the Certificate of Completion with respect the Developer Improvements, and thereafter, the City shall have no Right of Reversion with respect thereto. Notwithstanding anything to the contrary set forth herein, the City shall not have the right to exercise the Right of Reversion if the exercise of same Right arises from an unanticipated Environmental Condition and/or New Environmental Condition with respect to the Property which is not accounted for in the RAP, the estimated cost of remediation of which exceeds fifteen (15%) percent of the original estimated cost of the Environmental Remediation Work contemplated by the RAP. In any such instance the City and the Developer shall enter into good faith negotiations as regards an extension of the Project Schedule for completion of the Developer Improvements to take account of the unanticipated Environmental Condition and/or New Environmental Condition as regards the additional time required both to remedy the unanticipated Environmental Conditions and/or New Environmental Conditions and obtain the additional funds required therefor. Notwithstanding any of the foregoing, in the event that the Developer Improvements have not been completed within seven (7) years of the Effective Date as a result of such Environmental Condition and/or New Environmental Condition, the City’s Right of Reversion shall be reactivated.

Right of Reversion. (A) Without prejudice In the event Developer or its successors and/or assigns fails to substantially comply with any other rights or remedies obligations of Developer under this Agreement, if Developer fails to commence construction of the City hereunderProject on or before December 31, it is agreed and understood that if2025, after conveyance or if Developer fails to complete construction of the Property Project by September 30, 2027 in substantial conformity with the illustrative site plan (Exhibit B), and fails to cure such failure in accordance with this Section 4, the title to the North Street ROW shall be reverted to the City (as described in this Section, the “North Street ROW Reversion”). In connection with the vacation of the North Street ROW, the City shall execute two deeds, each conveying one half (1/2) of the interest in the North Street ROW to the owner of Franklin County Auditor Parcel Number 025-000114 and the owner of Franklin County Auditor Parcel Number 025-000101 in form and substance reasonably satisfactory to the Developer, which deeds shall include the Developer shall fail to carry out the Developer Improvements in accordance with the Project Schedule on or prior to the Projects Completion Date (as the same may be extended from time to time pursuant to this Agreement) then the City may, in the exercise of the City’s sole and absolute discretion, exercise its Right of North Street ROW Reversion, in which event the Developer shall (if so demanded by the City) execute such deeds or other documentation as may reasonably be required to effect such Right of Reversion provided that such Right of . The North Street ROW Reversion shall be subject to the rights of any Mortgagee described automatically terminated in Section 3.15 below, and provided further that if the City exercises its Right of Reversion prior to the Developer's full upon completion of the Environmental Remediation WorkProject in substantial conformity with the illustrative site plan (Exhibit B), as evidenced by receipt of a certificate of occupancy, and substantial completion of the New Public Infrastructure, as evidenced by a certificate from the Developer’s civil engineer. Upon the termination of the North Street ROW Reversion, the City hereby agrees to execute the document attached hereto as Exhibit E to evidence the termination of the North Street ROW Reversion. Upon Developer’s breach of any substantial obligations of the Developer under this Agreement or Developer’s failure to commence or complete the construction of the Project as set forth above, the City shall complete give a written notice to the Environmental Remediation Work Developer, specifically identifying the obligations of the Developer with which the Developer has not complied. The Developer or its successors and/or assigns shall have one hundred and eighty (180) days to cure such non-compliance (the “Cure Period”); provided, however, the Developer may extend the Cure Period if: (i) the failure cannot reasonably be cured within the Cure Period; (ii) the Developer notifies the City that such failure cannot be reasonably cured within the Cure Period by no later than the end of the Cure Period; (iii) the Developer has theretofore been diligent in accordance with pursuing the RAPcure; and (iv) the Developer in such extension notice covenants to diligently pursue the cure. Upon the failure of the Developer to cure within the Cure Period, at which may be extended pursuant to this Section 4, the City's sole cost City may request the Developer to execute and expense, subject to Developer assigning all of its rights, title and interests deliver to the City under a deed of confirmation affirming that title to the North Street ROW has reverted to the City. Developer’s DECD Brownfields Grant execution of this Agreement and/or evidences Developer’s agreement to and acceptance of the North Street ROW Reversion, and Developer further waives any other agreement Developer has entered for funding obtained from objection to the State, form or operation of the North Street ROW Reversion as well as any and all permits, approvals or other related documentation or agreements necessary for effect it may have on the City to complete the Environmental Remediation Work . In addition, if the City’s exercise marketability of its Right of Reversion triggers the CT Transfer Act (CGS 22a-134, et seqtitle.), the City shall file a Form III as the “certifying party” and shall be responsible for all filings, fees and costs of investigation and remediation at its sole cost and expense. (B) In the event that the City shall exercise its Right of Reversion, then, to the extent required, the Developer shall cooperate with the City in the City’s exercise of its rights under the Assistance Agreement (as described in the Memorandum of Understanding) to obtain the remaining funds thereunder in order to complete the Environmental Remediation Work which shall include the execution and delivery of such documentation as may be reasonably deemed necessary or desirable and the preparation and delivery of appropriate project records. (C) The Right of Reversion shall terminate upon the issuance of the Certificate of Completion with respect the Developer Improvements, and thereafter, the City shall have no Right of Reversion with respect thereto. Notwithstanding anything to the contrary set forth herein, the City shall not have the right to exercise the Right of Reversion if the exercise of same Right arises from an unanticipated Environmental Condition and/or New Environmental Condition with respect to the Property which is not accounted for in the RAP, the estimated cost of remediation of which exceeds fifteen (15%) percent of the original estimated cost of the Environmental Remediation Work contemplated by the RAP. In any such instance the City and the Developer shall enter into good faith negotiations as regards an extension of the Project Schedule for completion of the Developer Improvements to take account of the unanticipated Environmental Condition and/or New Environmental Condition as regards the additional time required both to remedy the unanticipated Environmental Conditions and/or New Environmental Conditions and obtain the additional funds required therefor. Notwithstanding any of the foregoing, in the event that the Developer Improvements have not been completed within seven (7) years of the Effective Date as a result of such Environmental Condition and/or New Environmental Condition, the City’s Right of Reversion shall be reactivated.