10-23-2024 Council Packet - Laserfiche WebLink

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135341328v1 6 ARTICLE III. UNDERTAKINGS BY DEVELOPER AND CITY Section 3.1 Project and Site Improvements. The parties agree that the Site Improvements to be constructed by the Developer are essential to the successful completion of the Project. The construction costs of the Project and the construction of Site Improvements shall be paid by the Developer. The City shall reimburse the Developer for the lesser of (a) $1,000,000, or (b) the actual construction costs of the Project and construction costs of Site Improvements actually incurred and paid by the Developer (the "Reimbursement Amount"), as further provided in Section 3.3 hereof. The Reimbursement Amount shall be reduced by the amount of the Grant received by the Developer. Section 3.2 Limitations on Undertaking of the City. Notwithstanding the provisions of Section 3.1, the City shall have no obligation to the Developer under this Agreement to reimburse the Developer for the costs identified in Section 3.1, if the City, at the time or times such payment is to be made, is entitled under Section 4.2 to exercise any of the remedies set forth therein as a result of an Event of Default which has not been cured following all applicable cure periods. Section 3.3 Reimbursement: TIF Note. The City shall reimburse the payments made by the Developer under Section 3.1 for the construction costs of the Project and the construction of Site Improvements through the issuance of the City's TIF Note in substantially the form attached to this Agreement as Exhibit B, subject to the following conditions: (1) The TIF Note shall be dated, issued and delivered when the Developer shall have (i) demonstrated in writing to the reasonable satisfaction of the City that the construction of the Project is complete and that the Developer has incurred and paid all costs of the construction of the Site Improvements, as described in and limited by Section 3.1, and (2) and shall have submitted paid invoices for the costs of construction of the Site Improvements and Project in an amount not less than the Reimbursement Amount. (2) The unpaid principal of the TIF Note shall bear simple non-compounding interest from the date of issuance of the TIF Note, at 6.00% per annum. Interest shall be computed on the basis of a 360 day year consisting of twelve (12) 30-day months. (3) The principal amount of the TIF Note shall be reduced by the amount of the Grant received by the Developer. (4) The principal amount of the TIF Note and the interest thereon shall be payable solely from the Tax Increments. (5) On each Note Payment Date and subject to the provisions of the TIF Note, the City shall pay, against the principal and interest outstanding on the TIF Note, any Tax Increments received by the City during the preceding six (6) months. All such payments shall be applied first to accrued interest and then to reduce the principal of the TIF Note.