Agenda - Council - 12/15/1998 - Laserfiche WebLink

Home

(d) if the Developer becomes insolvent or generally unable to pay debts as they mature or makes an assignment for the benefit of creditors, provided such insolvency or general inability to pay is not remedied within sixty (60) business days after written notice thereof by either Developer or the City; (e) entry of a final judgment against Developer where such judgment the City reasonably deems will have a material, adverse impact on Developer's ability to comply with its obligations under this agreement; (g) transfer by the Developer, of any part of the Equipment to any entity other than a wholly-owned subsidiary of Developer, provided such transfer is not approved in writing by the City, which approval will not be unreasonably withheld. loss, theft, substantial damage, destruction, or encumbrance of any of the Equipment, provided that such is not remedied within sixty (60) business days after written notice thereof by either Developer or the City (including, without limitation, by a pledge of insurance proceeds or by substitute collateral satisfactory to the City); Section 4.2. Remedies Upon Defal~lt. (a) In the event of a default and the failure to cure it in the time allotted therefor or to commence and diligently proceed to cure such default if reasonably incapable of being cured within the time allotted therefor), the City shall have the right as its option and without demand or notice, to declare all or any part of the Loan immediately due and payable, and in addition to the rights and remedies granted hereby, the City shall have all of the rights and remedies under the Uniform Commercial Code or any applicable law. (b) Developer agrees in the event of a default and the failure to cure it in the time allotted therefor, to make the Equipment available to the City and the Development Property. In the event of any lawsuit under this agreement, reasonable attorney's fees and costs will be awarded to the prevailing party. If any notice of sale, disposition or other intended action by the City is required by law to be given to Developer, such notice shall be deemed reasonably and properly given if mailed to Developer at the Development Property or at such other address of Developer as may be shown on the City's records, at least fifteen (15) days before such sale, disposition or other intended action. Waiver of and default hereunder by the City shall not be a waiver of any other default, or of the same default, on a later occasion. No delays or failure by the City to exercise any right or remedy shall be a waiver of such right or remedy and no single or partial exercise by the City of any right or remedy shall preclude other or further exemise thereof of the exercise of any other right or remedy at any other time. Section 4.3. Collateral. The Developer shall grant to the City a ftrst security interest in the Equipment up to an amount of $200,000, pursuant to a security agreement in substantially the form set forth at Exhibit B. ARTICLE 5 LOAN DISBURSEMENT PROVISIONS "~ Section 5.1. Payment Requisition Documentation and Format. Loan disbursements shall be for purchase of the Equipment and shall not exceed $200,000. The Loan shall be disbursed to the Developer only after the City has received from the'Developer an invoice or invoices for Equipment purchase costs. Upon receipt of such invoice or invoices, the City will disburse an amount equal to 7% of amount of the invoice or invoices, up to a total disbursement amount of $200,000. Section 5.2. Provision for Eviden(iary Materials. No disbursements of Loan funds shall be made until all evidentiary materials required by the Grantor Agency have been submitted and approved by the Grantor Agency. These I I I I I I I I I I