HRA PACKET 11232021 - Laserfiche WebLink

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4 1951267.v8 (vi)the ordinary, but regular, removal of trash located on the Easement Premises and the maintenance, repair and replacement of any trash receptacles located thereon. Provided, however, and notwithstanding anything herein to the contrary, if, at any time or from time to time, the City reasonably determines that any of the Community Amenity Improvements have exceeded their useful life and that the replacement thereof is cost prohibitive or otherwise contrary to the City’s then-current policies, then the City shall so advise the Owners, in writing, (a “Replacement Notice”), with a reasonably detailed description of the City’s schedule for, and plan to, either (A) remove such Community Amenity Improvements and restore the applicable portion of the Property to a good, clean, and orderly condition with new and reasonably appropriate (for a City park) landscaping or (B) replace such Community Amenity Improvements with alternative Community Amenity Improvements. It is understood and agreed that (A) or (B) (as applicable, the “CA Replacement”) shall be performed by the City and at the City’s sole cost and expense. Any CA Replacement shall be subject to the approval of the Salo Park Owner and the Apache Park Owner; provided that any approval relating to a CA Replacement pursuant to clause (A) above shall not be unreasonably withheld or conditioned. Upon the City’s delivery of a Replacement Notice, the Salo Park Owner and the Apache Park Owner shall have thirty (30) days (“Replacement Response Period”) in which to either or both (x) confer with one another and (y) discuss the then- applicable CA Replacement plan with the City, as each such Owner may elect. Each such Owner shall advise the City and the Salo Park Owner or Apache Park Owner, as the case may be, in writing (“Replacement Response Notice”), on or before the expiration of the Replacement Response Period, as to whether or not such notifying Owner (acting reasonably and in good faith) approves the then-applicable CA Replacement. If either of the Salo Park Owner or the Apache Park Owner fails to timely deliver a Replacement Response Notice, then such Owner shall be automatically deemed to have approved the then-applicable CA Replacement. If either of the Salo Park Owner or the Apache Park Owner (acting in good faith and reasonably) objects to the then-applicable CA Replacement, and such objecting Owner timely delivers a Replacement Response Notice (an “Objecting Owner”), such Objecting Owner shall provide (in its Replacement Response Notice) a reasonably detailed description of the basis upon which such Objecting Owner objects to the then-applicable CA Replacement, and such Objecting Owner shall propose to the City its suggestion to address the City’s concerns set forth in the then-applicable Replacement Notice; thereafter, the City, the Salo Park Owner and the Apache Park Owner, each acting reasonably and in good faith, shall promptly attempt to address the Objecting Owner’s concerns, as set forth in its Replacement Response Notice. The Salo Park Owner and the Apache Park Owner shall not have the right to require the City to perform a CA Replacement that the City, acting in good faith, reasonably believes is cost-prohibitive or inappropriate for a City park. Consent by either or both of the Salo Park Owner and the Apache Park Owner to one or more CA Replacements shall not operate as a waiver of that Owner’s respective rights as to any subsequent CA Replacement. The City’s maintenance obligations imposed under this Agreement shall apply to any CA Replacement, and shall continue in accordance with this Agreement. (b)Pond Obligations. The City shall be responsible for the following matters with respect to the Ponds and Stormwater Improvements, subject to reimbursement by Apache Park Owner in accordance with Section 3(d) (collectively, the “Pond Maintenance Obligations”):