AgdaPkt 2013-07-22 - Laserfiche WebLink

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7.A. - Page 144 depositing the full amount of all invoices delivered by City to Developer within the previous month, or such other amount as may be required to return the Deposit to its original amount. Thus, for example, on or before August 31, Developer would replenish the Deposit by depositing the sum of all invoices submitted by City to Developer during the month of July. Failure of Developer to maintain the Deposit at the required levels shall constitute a Default under this Agreement. 4. Upon such payments, deductions or additional deposits, from time to time, of portions of the Deposit, the amount of the Deposit shall thereby be reduced or increased by the amount of each such payment or deposit, and reference to the term "Deposit" shall, from time to time, mean and refer to the balance then on deposit for the benefit of the City. 5. Following Completion of the Project and issuance of a Certificate of Completion for the Project, and payment of all costs to be paid with the Deposit, any remaining balance of the Deposit then held by the City shall be returned to the Developer. c. It is the intent of the parties that the Deposit shall contain funds necessary to cover three months' worth of budgeted expenditures by City, including i) the month in which work is being done, ii) the month in which invoices are being prepared for the prior month's work; and iii) the month those invoices are being reimbursed by Developer. In the event City determines that total invoices for any particular three-month period are likely to exceed the Deposit amount set forth above, after providing an accounting reasonably acceptable to Developer and in accordance with the City's Budget, as it may be amended„ City may request that Developer increase the total funds available in the Deposit Account accordingly. If Developer does not agree to increase the Deposit amount, City may adjust its work schedule, including through the adjustment of Project deadlines, so as not to exceed the Deposit amount in expenditures over any three-month period. In no event shall City or its consultants be obligated to perform any work to be paid for with the Deposit where (1) Developer is delinquent in the funding or replenishment of any portion of the Deposit; (2) the actual costs associated with City staff time and/or consultant work has exceeded the amount being held by City in the Deposit Account to cover such costs, so long as such costs were included in the City's Budget, as it may be amended; or (3) Developer is otherwise in breach of this Agreement in any respect, after notice and the expiration of the applicable cure period. ARTICLE 2 PROPERTY DISPOSITION 2.1 Purchase and Sale. The City shall sell the City Property to the Developer and the Developer shall purchase the City Property from the City, pursuant to the terms and conditions of this Agreement. For the purposes of exchanging funds and documents to complete the sale from the City to the Developer and the purchase by the Developer from the City of the City Property, the City and the Developer agree to open Escrow with the Escrow Agent. The provisions of ARTICLE 3 of this Agreement are the joint escrow instructions of the Parties to the Escrow Agent for the conduct of Escrow; provided these joint escrow instructions may be supplemented by mutual agreement of the parties. If requested by the Escrow Agent, the Developer and the City shall execute the Escrow Agent's reasonable standard or general escrow 82483.00009\7571312.11 16 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT