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200412247 strument which shall, among other things, specify the unit of real estate consti- tuting the Project based upon the Plans and Specifications and the rights and easements through common elements or otherwise for the benefit of such unit, in- cluding, but not limited to. the easement under Paragraph 4. below. e. Heartland shall provide a copy of the Declaration to the City. The Declaration shall be executed, delivered and recorded against the Site. C. The Board of Directors of Heartland shall reaffirm the covenants of Heartland made in this agreement and notify the City of Heartland's intent to proceed by resolution duly approved and adopted and forwarded to the Mayor and City Council of the City. Cr. Heartland shall cause its Bylaws to be amended by Fonner Park to provide that the City shall have the power to remove for cause any member of the governing board of Heartland and appoint a successor consistent with the requirements of Rev. Proc. 82 -26. h. Heartland shall amend any existing agreements with any person or entity that does not comply with the requirements of Rev. Proc. 82 -26 so that such existing agreements comply with the requirements of Rev. Proc. 82 -26 in regard to can- cellation or other matters. i. Heartland shall take such action as necessary to obtain a determination from the Internal Revenue Service or otherwise that this Agreement does not have any adverse effect on the exempt status of Heartland under Section 501(c)(3) of the Code or the exempt status of Fonner Park under Section 501(c)(4) of the Code. If Heartland is unable to satisfy any of the foregoing conditions, Heartland shall have the option to rescind this Agreement and this agreement shall be of no further force and effect. Conditions a. through i. must be satisfied on or before 12:00 midnight on the second anniversary of the date on which this Agreement is executed and delivered, otherwise this Agreement shall terminate and be of no further force and effect. Heartland must also have the ability to issue Building Bonds upon satisfaction of the foregoing conditions as contemplated by this Agreement pursuant to Section 103 of the Code and in conformity with the rules and requirements of Rev. Proc. 82 -26 under terms and conditions sufficient to provide net proceeds available for deposit to the Construction Fund in the amount of S7,500,00.00 after reduction for any deposit required to be made to the Debt Service Reserve Fund and for payment of issuance expenses related to the Building Bonds. If Heartland is unable to satisfy such condition. Heartland shall have the option to rescind this Agreement and this \greement shall be of no further force and effect. 4. DESIGN OF PROJECT. The Project shall be initially known as The Heartland Events Center (but may be renamed by Heartland; it being, the intent of the City and Heartland that the Project may be renamed, if permitted under the provisions of Rev. Proc. 82 -26, in con- 4