Res 2017-139/Whisper finance agreement

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WHEREAS, all revenue received and collected by the City from the PID Special Assessment (excluding any reasonable collection and/or administrative costs, the "PID Special Assessment Revenue") shall be deposited into an account held by the City that is segregated from all other funds of the City and used solely for the purposes set forth herein (the "PID Project Fund"); and WHEREAS, the Parties intend that the Periodic Repayment Amount (defined below) shall be reimbursed to Owner from (i) the PID Project Fund (ii) the net proceeds of Public Improvement PID Bonds issued by the City and secured by the PID Project Fund; and WHEREAS, capitalized terms not defined herein shall have the meaning ascribed to them in the PID Finance Agreement. NOW, THEREFORE, FOR VALUABLE CONSIDERATION THE RECEIPT AND ADEQUACY OF WHICH ARE ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Recitals. The recitals in the "WHEREAS" clauses of this Reimbursement Agreement are true and correct, and are incorporated as part of this Reimbursement Agreement for all purposes. 2. Project Fund. The City shall cause the PID Special Assessment Revenue to be deposited into the PID Project Fund. 3. Periodic Repayment Amount. Subject to the terms, conditions, and requirements contained herein, the City agrees to reimburse the Owner, and the Owner shall be entitled to receive from the City, the amount equal to the Actual Cost of the Public Improvements (the "Periodic Repayment Amount") plus interest on the unpaid balance in accordance with the terms of this Reimbursement Agreement until , 20_ (the "Maturity Date"); provided, however, the Periodic Repayment Amount shall not exceed $ . The Periodic Repayment Amount shall be payable to the Owner upon completion of the Public Improvements, solely from: (i) the PID Special Assessment Revenues deposited in the PID Project Fund; or (ii) the net proceeds (after payment of costs of issuance) of the Public Improvement PTD Bonds issued by the City and secured by the PID Special Assessment Revenues; or (iii) a combination of items (i), and (ii). The Periodic Repayment Amount is authorized by the Act, was approved by the City Council, and represents the total costs to be assessed against the Assessed Property within the District for the Public Improvements which, upon completion, will be dedicated in fee or by easement and accepted by the City. The unpaid Periodic Repayment Amount shall bear simple interest per annum at the rate of (x) _% for years one through five and (y) % for years six through the Maturity Date or until Public Improvement PID Bonds are sold. If any portion of the Periodic Repayment Amount remains unpaid after the City has elected to sell Public Improvement PID Bonds, the interest rate paid to the Owner shall be the same as the interest rate on the Public Improvement PID Bonds; provided, however, that such rate shall not exceed %. The interest rate has been approved by the City Council andcomplies with the Act. 111