Agenda - Council - 11/25/2003 - Laserfiche WebLink

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within such portion of the Property if the default under the terms of the Master Development Agreement does not specifically relate to the construction of improvements necessary for such portion of the Property or, if the default does specifically relate to the construction of improvements necessary for such portion of the Property, until Purchaser has received notice and had an opportunity to cure as provided above. (4) To the extent any such default specifically relates to the construction of improvements necessary for such portion of the Property, Purchaser's construction of improvements that are Seller's obligations pursuant to the Master Development Agreement shall be deemed a cure of any default of Seller relating to such improvements, and the City agrees to accept Purchaser's performance as performance by Seller. c. Seller is required to deliver security to the City at the times and in the amounts required by the Master Development Agreement, in the form of Letters of Credit or other alternative security deemed acceptable by the City, to secure the performance of Seller's obligations under Sections 7.2(c), 7.8(d) and 10. l(a) oft he Master Development Agreement. Seller and the City agree that the security delivered to secure such obligations shall be established separately such that there shall be clearly identified separate security for any obligations that specifically relate to the construction of improvements necessary for any portion of the Property. To the extent Seller is a Secondary Developer with respect to any portion of the Property, Seller will be required to deliver to the City separate security acceptable to the City to secure Seller's construction and installation of any Public Improvements any Secondary Development Agreements obligate Seller to construct. In addition, the City will not issue grading permits for grading within any portion of the Property until the City has approved the final grading plans for such portion of the Property and Seller has provided appropriate separate security as may be required by the Zoning Ordinance or the terms of any applicable Secondary Development Agreement. All of the separate security described above in this subsection c delivered by Seller to the City that specifically relates to the construction of improvements necessary for any portion of the Property shall be collectively called the "Property Security." The City may use the prOperty Security only to secure Seller' s obligations that specifically relate to the construction of improvements necessary for any portion of the Property. The City's determination of the amount of the Property Security from time to time shall be final and binding on Purchaser. Purchaser is hereby made a third-party beneficiary with respect to the Property Security. If Seller defaults with respect to the performance of any of its obligations secured by the Property Security, the City shall notify Purchaser at the same time the City notifies Seller, as provided in Section 4(b) above, and Purchaser shall have the right, but not the obligations, to cure such default, as also provided in Section 4(b) above. Upon the completion of the cure to the satisfaction of the City, Seller agrees that the City may and the City agrees that the City shall draw on the Property Security to the extent necessary to immediately reimburse Purchaser for all reasonable costs and expenses incurred by Purchaser in completing the cure, provided Purchaser delivers to the City paid invoices, lien waivers and other evidence reasonably requested by the City to justify Purchaser's claim for reimbursement. Seller and Purchaser acknowledge and agree that the City will need to exercise judgment in determining any amount of reimbursement to be made to 2408159v5 5