Res 2017-139/Whisper finance agreement

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Section 2.05. Reimbursement of Owner -Expended Costs (a) Whisper MC's right, title and interest in and to the payments of unreimbursed Actual Costs, as described herein, shall be the sole and exclusive property of Whisper.MC (or its Transferee) and no other third party shall have any claim or right to such funds unless Whisper MC transfers its rights to its unreimbursed Actual Costs to a Transferee in writing and otherwise in accordance with the requirements set forth herein. Subject to the terms of Section 8.03 hereof, Whisper MC has the right to convey, transfer, assign, mortgage, pledge, or otherwise encumber, in whole or in part, all or any portion of Whisper MC's right, title, or interest under this Agreement including, but not limited to, any right, title or interest of Whisper MC in and to payment of its unreimbursed Actual Costs (a "Transfer," and the person or entity to whom the transfer is made, a "Transferee"). Notwithstanding the foregoing, no Transfer shall be effective until written notice of the Transfer, including the name and address of the Transferee, is provided to the City. The City may rely conclusively on any written notice of a Transfer provided by Whisper MC without any obligation to investigate or confirm the Transfer. Section 2.06. Obligations Secured by Pledged Revenues THE PID BONDS ARE SPECIAL OBLIGATIONS OF THE CITY SECURED SOLELY BY PLEDGED REVENUES (AS DEFINED IN AN INDENTURE) AND ANY OTHER FUNDS HELD UNDER AN INDENTURE, AS AND TO THE EXTENT PROVIDED IN AN INDENTURE. THE PID BONDS DO NOT GIVE RISE TO A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE CITY AND ARE NOT SECURED EXCEPT AS PROVIDED IN AN INDENTURE. THE OWNERS OF ANY BONDS SHALL NEVER HAVE THE RIGHT TO DEMAND PAYMENT THEREOF OUT OF ANY FUNDS OF THE CITY OTHER. THAN THE PLEDGED REVENUES AND ANY OTHER FUNDS HELD UNDER AN INDENTURE, AS AND TO THE EXTENT PROVIDED IN AN INDENTURE. THE CITY SHALL HAVE NO LEGAL OR MORAL OBLIGATION TO THE OWNERS OF ANY PID BONDS TO PAY ANY PID BONDS OUT OF ANY FUNDS OF THE CITY OTHER THAN THE PLEDGED REVENUES. ARTICLE III. CONSTRUCTION AND ACQUISITION Section 3.01. Acquisition of Public Improvements and Additional Public Improvements (a) The Owners will dedicate the applicable Public Improvements identified in Exhibit "D" to the City upon completion of Public Improvements, and the City will accept dedication 'of such Public Improvements after confirming that the Public Improvements have been completed in accordance with this Agreement and the Regulatory Requirements. Some of Public Improvements may be dedicated to the City by grant of an easement for the benefit of the City. Section 3.02. Designation of Construction Manager, Construction Engineers (a) The City hereby designates Whisper MC, or its assignees, as the Construction 6 WHISPER PID FINANCING AGREEMENT