Agenda - Economic Development Authority - 05/11/2023

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Section 3.1. ARTICLE III UNDERTAKINGS BY DEVELOPER AND CITY Project, Site Improvements and Legal and Administrative Expenses. (1) The parties agree that the Site Improvements are essential to the successful completion of the Project. The costs of the Site Improvements and the Project shall be paid by the Developer. The City shall reimburse the Developer the lesser of (a) $550,000 or (b) the costs of the Site Improvements incurred and paid by the Developer (the "TIF Amount"), as further provided in Section 3.3 hereof. (2) The Site Improvements to be reimbursed by the City must be completed and paid for by the Developer by November 28, 2023. (3) The Developer shall pay all Legal and Administrative Expenses incurred by the City. 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. Section 3.3. Reimbursement: TIF Note. The City shall reimburse the Developer under Section 3.1 for costs of the Developer's construction and installation of the 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 demonstrated in writing to the reasonable satisfaction of the City that the Developer has (i) completed the Project and (ii) the Developer incurred and paid the costs of the Site Improvements, as described in and limited by Section 3.1 and shall have submitted paid invoices for the costs of the Site Improvements in an amount not less than the TIF 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 5.0% 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 and the interest thereon shall be payable solely from the Tax Increments. (4) On each Note Payment Date and subject to the provisions of the TIF Note and Section 3.5, the City shall pay, against the principal and interest outstanding on the TIF Note, any Tax Increments received by the City during the preceding 6 months. All such payments shall be applied first to accrued interest and then to reduce the principal of the TIF Note. 6 76644791v2