Agenda - Council - 11/14/2017 - Laserfiche WebLink

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or any portion of the Property or a Phase within the Property shall be based on a reasonable determination by the City. c Seller and the City agree that the security delivered to secure Seller's obligations under Section 10 1(a) of the Master Development Agreement or under any Secondary Development Agreement pertaining to the Property shall be established separately such that there shall be clearly identified separate secunty for any obligations that specifically relate to the construction of improvements necessary for the Development of all or any portion of the Property 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 the Development of all or any portion of the Property shall be collectively called the "Property Security " The City may use the Property Secunty only to secure Seller's obligations that specifically relate to the construction of improvements necessary for the Development of all or any portion ofthe Property Purchaser acknowledges and agrees that the City is not obligated to require Seller to provide all of the security the Master Development Agreement contemplates, and the City's determination of the amount of the Property Security the City will require from time to time shall be final and binding on Purchaser If Seller defaults in the performance of one or more of Seller's obligations secured by the Property Security, the City shall give Seller and Purchaser notice of the default pursuant to the terms ofthe Master Development Agreement and Section 4(b) above. lithe default is cured to the satisfaction of the City and Purchaser delivers to the City an affidavit stating (i) that Purchaser cured all or some portion ofthe default at Purchaser's cost and expense, and (ii) the amount of the costs and expenses Purchaser incurred to cure the default, and if the affidavit is accompanied by paid invoices, lien waivers or other evidence the City may reasonably request to justify Purchaser's claim for reimbursement, Seller agrees that the City may and the City agrees that the City will promptly draw on the Property Secunty (to the extent permitted under the terms of the Property Security, lithe Property Security is a Letter of Credit) to the extent necessary to reimburse Purchaser for the lesser of (i) the amount set forth in Purchaser's affidavit, or (n) the total amount of the Property Security allocable to the work Purchaser performed, as determined by the City, and the City will, within 10 business days after the City's receipt ofthe proceeds of the draw, tender to the Purchaser such lesser amount Seller and Purchaser acknowledge and agree that the City will need to exercise Judgment in determining any amount of reimbursement to be made to Purchaser. Accordingly, Seller and Purchaser agree that the City may rely on Purchaser's affidavit without inquiry and the City's determination ofthe amount of reimbursement to be made to Purchaser shall be final and binding on Seller and Purchaser The City's right to require Purchaser to submit invoices, lien waivers or other evidence that the City may reasonably request to justify Purchaser's claim for reimbursement is for the benefit ofthe City, and Seller agrees that Seller shall have no claim against the City if the City elects not to require invoices, lien waivers or other evidence to justify Purchaser's claim for reimbursement or for the City's failure to investigate the accuracy of any invoices, hen waivers or other evidence provided Any Letter of Credit that is posted as a part of the Property Security shall provide that the City may draw on the Letter of Credit to pay Purchaser if Purchaser cures a default as provided in this Section 4(c), Purchaser acknowledges that any secunty the City requires Seller to post is for the benefit of the City Accordingly, the City shall have no liability to 1593168v2 6