Res 2017-139/Whisper finance agreement

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(c) At the time of the closing of any PID Bonds, Whisper MC shall, concurrently with the initial draw from the proceeds of the PID Bonds submit to the City a Closing Disbursement Request to the City and the Trustee to be reimbursed for (i) the Unpaid Balance under the applicable Acquisition and Reimbursement Agreement and (ii) any other qualified and permitted costs approved by the City (collectively, the "Owner Expended Funds"). The total amount of Owner Expended Funds approved by the City pursuant to this Section shall be referred to herein as the "Reimbursement Payment." Prior to disbursement of proceeds of the PID Bonds, the City will sign the Closing Disbursement Request and deliver said Closing Disbursement Request to the Trustee. At the closing of the PID Bonds, Whisper MC shall be reimbursed an amount equal to the Reimbursement Payment and such amount shall be transferred to the Trustee for distribution to Whisper MC or Whisper MC's designee. ARTICLE V. PID BONDS Section 5.01. Issuance of PID Bonds (a) Subject to the terms and conditions set forth in this Article V, the City intends to pay for the Public Improvements, by either (i) reimbursing Whisper MC out of Special Assessments collected for Actual Costs of the Public Improvements pursuant to an applicable Acquisition and Reimbursement Agreement, and/ or (ii) by issuing PID Bonds in one or more series. The City will use diligent, reasonable and good faith efforts, subject to meeting the requirements and conditions stated herein and State law, to issue PID Bonds within four (4) to six (6) months after receiving a Bond Issuance Request from Whisper MC and the completion of the applicable Public Improvements contemplated to be paid for by the PID Bonds to be issued, provided that Whisper MC can reasonably demonstrate to the City and its financial advisors that there is sufficient security for the PID Bonds, based upon the bond market conditions existing at the time of such proposed sale. The planning and documentation of a PID Bond issuance shall begin upon delivery of a Bond Issuance Request. Prior to PID Bond issuance, the Owners shall provide an Appraisal to the City for the City's review and approval covering the portions of the Property that will be subject to the Special Assessments securing the PID Bonds. The City shall select the appraiser, in consultation with the Owners and the Underwriter, and all reasonable fees of the Appraisal shall be paid by the Owners and shall be included in the Actual Costs. (b) The aggregate principal amount of PID Bonds required to be issued hereunder shall not exceed an amount sufficient to fund: (i) the Actual Costs of the Public Improvements, (ii) required reserves and capitalized interest of not more than 12 months after the completion of construction of the applicable Public Improvements funded by the PID Bond issue in question (iii) Bond Issuance Costs. Provided, however that to the extent the law(s) which limit the period of capitalized interest to 12 months after completion of construction change, the foregoing limitation may be adjusted to reflect the law(s) in effect at the time of future PID Bond issuances. (c) The final maturity for each series of PID Bonds shall occur no later than 30 years from the issuance date of said PID Bonds. (d) It is the current intent of the Owners to request one PID Bond issuance, with such 11 WHISPER PID FINANCING AGREEMENT