|
Exhibit "A"
<br />DEFINITIONS
<br />Unless the context requires otherwise, and in addition to the terms defined above, each of
<br />the following terms and phrases used in this Agreement has the meaning ascribed thereto below:
<br />"Acceptance Date" means, with respect to a Segment, the date that the Actual Cost
<br />thereof is paid to the Owners pursuant to the terms hereof
<br />"Acquisition and Reimbursement Agreement" means (whether one or more) an
<br />agreement that provides for construction and dedication of a Public Improvement (or Segment)
<br />to the City or City prior to the Owners being paid out of the applicable Additional Improvement
<br />PID Bond proceeds, whereby all or a portion of the Actual Costs will be paid to Owners initially
<br />from Special Assessment Revenues (and ultimately from Additional Improvement PID Bonds) to
<br />reimburse the Owners for actual costs paid by the Owners that are eligible to be paid with PID
<br />Bond proceeds. The form of Acquisition and Reimbursement Agreement shall be reasonably
<br />acceptable to both City or City (as applicable) and Owners and substantially in accordance with
<br />the form attached hereto as Exhibit "G".
<br />"Actual Cost(s)" means, with respect to the Public Improvements, the Landowners'
<br />demonstrated, reasonable, allocable, and allowable costs of constructing such Public
<br />Improvement in an amount not to exceed the amount for each Public Improvements as set forth
<br />in the Service and Assessment Plan. Actual Costs may include (a) the costs incurred by or on
<br />behalf of the Landowners (either directly or through affiliates) for the design, planning,
<br />financing, administration/management, acquisition, installation, construction and/or
<br />implementation of such Public Improvements, (b) the fees paid for obtaining permits, licenses or
<br />other governmental approvals for such Public Improvements, (c) Construction Management Fee,
<br />(d) the costs incurred by or on behalf of the Landowners for external professional costs, such as
<br />engineering, geotechnical, surveying, land planning, architectural landscapers, research studies,
<br />appraisals, legal, accounting and similar professional services, (e) all labor, bonds and materials,
<br />including equipment and fixtures, by contractors, builders and materialmen in connection with
<br />the acquisition, construction or implementation of the Public Improvements, (f) all related
<br />permitting and public approval expenses, architectural, engineering, and consulting fees,
<br />financing charges relating to the PID, governmental fees and charges, insurance premiums, and
<br />all payments for Administrative Expenses after the date of a resolution authorizing such
<br />reimbursement, plus Interest, if any, at the lower of (x) the maximum interest rate permitted by
<br />the PID Act or (y) the interest rate of the Bonds calculated from the respective dates of the
<br />expenditures until the date of reimbursement therefore.
<br />"Administrator" has the meaning given in the Service and Assessment Plan.
<br />"Administrative Expenses" means the administrative, organization, maintenance and
<br />operation costs and expenses associated with, or incident to, the administration, organization,
<br />maintenance and operation of the PID, including, but not limited to, the costs of (i) legal counsel,
<br />engineers, accountants, financial advisors, investment bankers or other consultants and advisors,
<br />25
<br />WHISPER PID FINANCING AGREEMENT
<br />
|