5A2 Purchase Agreement (The Row at Ward) - Fully Executed

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11. BUYER’S POST-CLOSING DEVELOPMENT OBLIGATIONS A. Property Improvements; Proof of Investment. Within Twenty-Four (24) months after the Closing Date (the “Mandatory Completion Date”), the Buyer will expend an amount not less than Two Million One Hundred Thousand Dollars ($2,100,000.00) on improvements to the Property needed to redevelop the Property for Buyer’s Use as set forth herein (the “Minimum Investment”). Such improvements shall include redeveloping the Property into a mixed income housing development containing a minimum of fourteen (14) housing units, of which at least seven (7) housing units shall be offered for sale at prices affordable to households earning one hundred percent (100%) of the Area Median Income (AMI) for the year in which such unit is offered for sale, as determined annually by the United States Department of Housing and Urban Development (HUD) and confirmed by the Redevelopment Commission Staff (the “Property Improvements”). Promptly upon completing the Property Improvements and expending the Minimum Investment, Buyer will submit to Seller records reasonably satisfactory to Seller, in Seller’s sole discretion, proving the above-required expenditures have been made. Buyer shall also permit Seller (or its designee) to inspect the Property to verify that the Property Improvements have been completed in accordance with this Agreement. The Property Improvements shall be deemed complete upon the issuance of a Certificate of Occupancy for each structure. B. Post-Closing Buyer Property Improvement Commitments. The Buyer shall: (i) Commence construction of the project within twelve (12) months of the Closing Date; (ii) Complete construction of the project and Property Improvements and fully expend the Minimum Investment within twenty-four (24) months of the Closing Date; (iii) In its development of the Property, Buyer shall comply with all applicable federal, state, and local laws, including, but not limited to, the applicable requirements of the City of South Bend Zoning Ordinance, including variances as necessary; (iv) Provide the design, plans, and specifications for Property Improvements consistent with City standards for the review and comment by the City's Planning Director or their designee, who, in their sole discretion, may request revisions or amendments to be made to the same (acceptance of the design and plans by the Planning Director or their designee prior to construction shall be a prerequisite for the issuance of a Certificate of Completion); and (v) Submit to Seller reports on or before June 30 and December 31 of each year until substantial completion of the Property Improvements, in the format set forth as Exhibit C, demonstrating the Buyer’s good-faith compliance with the terms of this Agreement. The reports shall include the following information and documents: (a) a status report of the construction completed to date, (b) an update on the project schedule, and (c) an itemized accounting generally identifying the proof of investment to date. C. Certificate of Completion. Promptly after Buyer completes the Property