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200412247 <br />1. The costs of construction and acquisition of the Project. <br />2. The costs of any equipment to be provided by Heartland as <br />contemplated by the Management Contract with Heartland. <br />Estimates for all costs of the Project and any and all such related equipment shall <br />be set forth in such resolution. Such resolution of the Board of Directors of <br />Heartland must be approved by Fonner Park. <br />C. Heartland shall provide a copy of the Construction Contract and the Plans <br />and Specifications to the City. <br />d. Heartland must cause Fonner Park to convey to Heartland the Site <br />constituting a part of the Project and to execute and deliver the Parking Rights and <br />Access Agreement. <br />e. Heartland shall provide a copy of the conveyance of the Site to the City. <br />The conveyance of the Site to Heartland shall be executed, delivered and <br />recorded. <br />f. The Board of Directors of Heartland shall reaffirm the covenants of <br />Heartland made in this Agreement and notify the City of Heartland's intent to <br />proceed by resolution duly approved and adopted and forwarded to the Mayor and <br />City Council of the City. <br />g. Heartland shall have caused its Bylaws to be amended with the approval <br />of Former Park to provide that the City shall have the power to remove for cause <br />any member of the Board of Directors of Heartland and appoint a successor <br />consistent with the requirements of Rev. Proc. 82 -26. <br />h. Heartland shall have amended any existing agreements with any person or <br />entity relating to the use of the Project that does not comply with the requirements <br />of Rev. Proc. 82 -26 so that such existing agreements comply with the <br />requirements of Rev. Proc. 82 -26 in regard to cancellation or other matters. <br />i. Heartland shall have taken such action as necessary to obtain a <br />determination from the Internal Revenue Service or otherwise that this Agreement <br />does not have any adverse effect on the exempt status of Heartland under Section <br />501 (c)(3) of the Code or the exempt status of Fonner Park under Section <br />501(c)(4) of the Code. <br />If Heartland is unable to satisfy any of the foregoing conditions, Heartland <br />or the City shall have the option to rescind this Agreement and this Agreement <br />shall be of no further force and effect. The City and Heartland agree and <br />5 <br />