Escolar Documentos
Profissional Documentos
Cultura Documentos
and deliveredto the LDC; (ii) the tenant under the Arena DevelopmentLeaseshall have paid the
Completion Amount (as defined in the Arena Development Lease) required to be paid in
accordance with Section 3.3(c) thereof; (iii) the proceeds of the Bonds are available for
disbursementin connectionwith the performanceof the Arena Work; and (iv) commencementof
the excavationof the foundationsfor the Arena has occurredon the Arena Parcel.
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distribution of income bands and which income bands are included may vary from time to time
or building to building and shall be governed by the requirementsof the applicable affordable
housing program.
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627327.20-NewYork Server3A - MSW
income levels specified in one of the six scenariosof Interim Developer'schoosing
describedon s!l!|!-! unless Interim Developershall have applied for Combination
Housing Subsidiesin accordancewith the Affordable HousingApplication Requirements
and beendenied such CombinationHousing Subsidies(such denial the "City Excuse").
In the event Commencementof Constructionof the First Required Building has not
occurred by the First CommencementDeadline (subject to Unavoidable Delays and
Sections8.6(dXiXW), (V) and (VI) hereof),Interim Developershall pay the Liquidated
Damagesdue to ESDC on account of the failure to CommenceConstruction of the First
RequiredBuilding (the "3-4 Year Liquidated Damages")by the First Commencement
Deadline. Once Commencementof Constructionhas occurred,Interim Developer shall,
or shall causethe applicableTenant to, diligently prosecuteconstructionof the First
RequiredBuilding until SubstantialCompletion.
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627327.20-NewYork Server3A - MSW
the 5-6 Year LiquidatedDamages,the referenceto the "third Project Building" in this
Section 8.6(dXil(ID shall actually refer to the construction of the first Project Building
on the Arena Block (but shall not be subject to the First Required Building Affordable
Housing Requirement). Once Commencementof Construction has occured, Interim
Developer shall, or shall causethe applicable Tenant to, diligently prosecuteconstruction
of the SecondFlexible Building until SubstantialCompletion.
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627327.20-NewY ork Server3A - MSW
(ii) For the avoidanceof doubt,the terms of this Section8.6(d)
apply only with respect to the Phase I Affordable Housing Commitment and shall not
affect or otherwise alter any obligation to construct the Urban Room or, subject to
Section8.8(g)hereofto SubstantiallyCompletethe PhaseI Improvementsby the Outside
PhaseI SubstantialCompletionDate, subjectonly to UnavoidableDelays.
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627327.20-New
York Server34 - MSW
soon as reasonablypracticable after the SubstantialCompletion of any Open Space,ESDC shall
transfer, on an "AS IS, WHERE IS" basis and without any representationor warranty, fee title to
such Open Space to a conservancy or other not-for-profit organizations (collectively, the
"Conseryancy") establishedby AYDC, Interim Developeror their respectiveAffiliates, which
shall be responsible for maintenance, operation and security of the Open Space. The
Conservancy shall be funded in the first instanceby AYDC, Interim Developer, their respective
Affiliates or one or more Tenantsunder a DevelopmentLeasein an annual amount, and pursuant
to a budget,reasonablyacceptableto ESDC. As constructionis SubstantiallyCompletedon a
Development Parcel adjacentto a portion of Open Space,the Conservancyshall be funded as
provided in this Section8.7(b)and as providedin an Open Spacerestrictivedeclarationin a form
reasonably satisfactoryto ESDC and recorded against such Development Parcel; ptovided that
under no circumstancesshall ESDC, the City, NYCEDC or any of their respectiveAffiliates be
required or otherwiseobligated to fund or otherwiseprovide credit support for any obligations or
liabilities of the Conservancy. Such declaration shall oblige the owners of the Development
Parcels to (i) perform maintenanceand operationfunctions in the event the Conservancydefaults
on its obligation to maintain and operatethe Open Space,(ii) adequatelyfund their shareof the
maintenance and operation costs of the adjacent Open Space, and (iii) provide adequate
assurances (reasonably satisfactory to ESDC and the City) that the Open Space will be
sufficiently maintained and operated. The Conservancyshall be createdprior to the Substantial
Cnmnletinn nf anrr Onen
uljvir Snace
vij-gL and
*i s shall
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i vi r i l u hv
uj a
a hnard
u !- +u ,
rrrhich
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representativesof AYDC (or its designees),civic group(s) active in park matters,the owners of
surrounding buildings and, on an ex fficio basis,the local community boards and the New York
City Departmentof Parks and Recreation.
(a) The Project shall have not less than the required Project Site
Affordable Housing Units for low-, moderate-and middle-income individuals and families and
such Affordable Housing Units shall be built in accordancewith the following requirements: (i)
in satisfaction of the PhaseI Affordable Housing Commitment, (ii) so long as the Combination
Housing Subsidiesare made available by the Cify in accordancewith this Agreement, assuming
Interim Developer's satisfaction of the Affordable Housing Application Requirements,the first
building (other than the Arena) constructedon the PhaseI Property shall have such number of
Project Site Affordable Housing Units as is requiredby the CombinationHousing Subsidyused
to finance the development and construction of such building, (iii) subject to Sestion 8.8(d)
hereof, not more than fifty percent (50%) of the number of residential units to be constructedas
part of PhaseII shall be completedwithout the completion of fifty percent (50%) of the Project
Site Affordable Housing Units, and (iv) if applicable,the requirementsof Section 8.8(fl below
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627327.20-NewYork Server3A - MSW
(the requirementsof sub-clauses(i), (ii), (iii) and (iv) are collectively hereinafterreferredto as
the "Housing Criteria"). Any Additional Affordable HousingUnits built by or at the direction
of AYDC or Interim Developershall be excluded for purposesof determiningcompliancewith
Sections 8.8(a)(i) (other than as expressly provided in Section 2,3&) hereof), 8.8(aXiii) and
8.8(fl.
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627327.20-NewY ork Server3A - MSW
Housing Subsidies or financing should such amounts be rnade available to any of AYDC,
Interim Developer, their respective Affiliates and Tenants under the applicable Development
Leases, shall not, in either case, relieve or otherwise diminish (or be deemed to relieve or
otherwise diminish) the obligations set forth in Section 8.6(d) above or this Section 8.8. If
AYDC, Interim Developer or their respective Affiliates applies for tax abatementsunder the
City's Section42la program,AYDC, Interim Developerand their respectiveAffiliates shall be
required to abide by the definition of affordable housing as may be in effect under such program
at such time. The following proceduresshall be utilized by AYDC, Interim Developer and their
respective Affrliates for financing generally available to developers of Affordable Housing
Unites (the "Affordable Housing Application Requirements")
(e) On each anniversaryof the date of this Agreement, and also upon
the SubstantialCompletion of each of PhaseI and PhaseII, AYDC shall deliver (or shall cause
to be delivered) to ESDC an Officer's Certificate certifying that all of the requirementsfor the
construction of Project Site Affordable Housing Units during the applicable phaseof the Project
have beensatisfied.
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627327.20-NewY ork Server3A - MSW
(0 Until the datethat each of the following are satisfted: (i) AYDC or
its Affiliates shall have delivered to the MTA, LIRR or their respectivedesigneesthe completion
guaranty required by the Yard Relocation and Construction Agreement, (ii) such completion
guaranty is effective and unconditional, and (iii) no Event of Default (as defined in the Yard
Relocation and Construction Agreement) shall have occurred and be continuing, Interim
Developer agrees that (D at least eight hundred (800) Affordable Housing Units shall be
SubstantiallyCompletedonBlock 1129 prior to the OutsidePhaseII SubstantialCompletion
Date; provided that such number shall be reduced on a unit for unit basis for each Phase I
Affordable Housing Unit completed on the Arena Block, and (ii) for purposesof determining
compliance with Section 8.8(.aXiii) above, not more than fifty percent (50%) of the number of
residential units to be constructedon Block 1129 shall be completed without the completion of
fifty percent (50%) of the Project Site Affordable Housing Units to be constructed on Block
ll29-(it being agreedthat for purposesof calculating the number of Project Site Affordable
Housing Units to be constructedon Block 1129 only, such amount shall not exceedfive hundred
(s00).
G) Notwithstanding AYDC's and Interim Developer's obligations to
Substantially Complete (or causeto be Substantially Completed) the PhaseI Improvementsby
the Outside Phase I Substantial Completion Date, so long as the Affordable Housing
Application Requirementshave been satisfied in each case, any Affordable Housing Subsidy
Unavailability with respectto a proposedresidential building shall result in a one-yearextension
of the Outside PhaseI SubstantialCompletion Date solely with respectto the gloss square feet
proposed for Affordable Housing Units in such building in the application for financing such
Affordable Housing Units, up to an aggregateof eight (8) one-year extensionsof such Outside
PhaseI SubstantialCompletionDate;plovldgd,howeverthe aggregategrosssquarefeet eligible
for such extensionfor Affordable SubsidyUnavailability shall in no event exceed450,000 gross
squaxe feet in any year. By way of example, if the Affordable Housing Application
Requirementsare satisfiedwith respectto a 300,000grosssquarefeet building of which 507ois
intendedto be Affordable Housing Units in such application and there is an Affordable Housing
Subsidy Unavailability with respectto such application, then the obligation to satisff the PhaseI
Affordable Housing Commitment by the Outside PhaseI SubstantialCompletion Date shall be
extended by one year solely with respectto i50,000 gross square feet of Affordable Housing
Units.
8.9 Temporarv OEn Space. To the maximum extent practicable the Tenant
under the applicable Interim Leaseshall causethat portion of the Project Site which such Tenant
does not reiionably expect to be utilized for construction work, support of construction or other
permitted usesunder such Interim Lease,or to become part of a DevelopmentParcel upon which
bevelopment Work will occur, in the twelve (12) month period following the relevantdate of
determination, to be converted to temporary open spacesusable by the general public. Each
Tenant under an Interim Lease shall make such determination on the first anniversary of the
Project Effective Date and on eachanniversarythereafter.
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