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City Draft <br /> 6128/13 <br /> depositing the full amount of aIl invoices delivered by City to Developer within the previous <br /> month, or such other amount as may be required ta return the Depasit to its original amount. <br /> Thus, far example, on or before August 31, Developer would replenish the Deposit by depositing <br /> the sum of all invoices submitted by City to Developer during the month of July. Failure of <br /> Developer to maintain the Deposit at the required levels shall constitute a Default under this <br /> Agreernent. <br /> 4. Upon such payrnents, deductions or additionaI deposits, from time to time, <br /> of portions of the Deposit, the amount of the Deposit shali�hereby be reduced or increased by the <br /> amount of each such payment or deposit, and reference to the term "Deposit" sha1l, from time to <br /> time, rnean and refer to the balance then on deposit for the benefit af the City. <br /> 5. Following Completion of the Project and issuance of a Certificate of <br /> Completion for the Project, and payment of a11 costs to be paid with the Deposit, any remaining <br /> balance of the Deposit then held by the City shall be returned to the Developer. <br /> a It is the intent of the parties that the Deposit shall contain funds necessary to <br /> cover three months' worth of budgeted expenditures by City, including i)the month in which <br /> work is being done, ii) the znonth in which invoices are being prepared for the prior month's <br /> wark; and iii}the month those invoices are being xeimbursed hy De�eloper. In the event City <br /> detertnines that total invaices for any particular three-month period are likely to exceed the <br /> Deposit aznount set forth above, after providing an accounting reasonably acceptable to <br /> Developer and in accordance with the City's Budget, as it may be amended„ City may rec�ues� <br /> that Developer increase the total funds available iz� the Deposit Account accordingly. If <br /> Developer does nat agree to increase the Deposit amount, City may adjust its wark scheclule, <br /> including through the adjustment of Project deadlines, so as not to exceed the Deposit amount in <br /> expenditures over any three-month period. In no event shall City or its consultants be obligated <br /> to perform any work to be paid for with the Deposit where (1) Developer is delinquent in the <br /> funding or replenishment of any portion of the Deposit; (2}the actual costs associated with City <br /> staff time and/or consultant work has exceeded the amount being held by City in the Deposit <br /> Account to cover such costs, so long as such costs were included in the City's Budget, as it may <br /> be amended; or (3}Developer is otherwise in breach of this Agreement in any respect, after <br /> notice and the expiration af the appIicable cure period. <br /> ARTICLE 2 <br /> PROPERTY DISPUSITION <br /> 2.1 Purchase and Sale. The City shall sell the City Property to the Developer and <br /> the Developer shall purchase the City Properiy from the City, pursuant to the terms and <br /> conditions of this Agreement For the purposes of exchanging funds and documents to complete <br /> the sale from the City to the Deve�oper and the purchase by the Developer from the City of the <br /> City Property, the City and the Developer agree to open Escrow with the Escrow Agent. The <br /> provisions of ARTICLE 3 of this Agreement are the joint escrow instructions ofthe Parties to the <br /> Escrow Agent for the conduct of Escrow; provic�ed these joint escraw instructions may be <br /> supplemented by rnutual agreement of the parties. If requested by the Escrow Agent, the <br /> Developer and the City shall execute the Escrow Agent's reasonable standard or general escrow <br /> 82483.0000917571312.10 I 6 <br />