Res 2017-139/Whisper finance agreement

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Section 3.05. Sales and Use Tax Exemptions (a) The parties agree that, as municipally and publicly owned and acquired properties, all costs of materials, other properties and services used in constructing the Public Improvements to be acquired by the City are currently exempt under the Texas Tax Code from sales and use taxes levied by the State of Texas, or by any County, City, special district, or other political subdivision of the State, as set forth in Texas Tax Code Section 151.309, which may change with future action by the Texas Legislature. (b) The City will provide such certifications to the Owners and/or to suppliers and contractors as may be required to assure such exemptions. (c) The City and the Owners shall cooperate in structuring the construction contracts for the Public Improvements to comply with requirements (including those set forth in Texas Tax Code Section 151.309) for exemption from sales and use taxes. Section 3.06. Exemption from Public Bidding (a) It is agreed that the PID Improvements are currently exempt from any public bidding or other purchasing and procurement policies pursuant to Texas Local Government Code Section 252.022(a)(9), which may change with future action by the Texas Legislature. Section 3.07. Project Timetable (a) Construction plans for the Public Improvements have been submitted to the City for review prior to the Effective Date. (b) The Public Improvements shall be constructed within eighteen months of City approval of construction plans for the Public Improvements, subject to force majeure. ARTICLE IV. PAYMENT FOR PUBLIC IMPROVEMENTS Section 4.01. Overall Requirements (a) The City shall not be obligated to provide funds for any Public Improvement except from the proceeds of the PID Bonds or from Special Assessments as provided in Section 2.03(b) above; provided, however the City and the Owners intend to enter into an Oversize Participation Agreement pursuant to a form reasonably acceptable to both the City and Owners under which the City will agree to fund the costs of any public improvements or oversizing of Public Improvements above and beyond the infrastructure needed to serve the Project. The City makes no warranty, either express or implied, that the proceeds of the PID Bonds available for the payment of the Actual Cost of the Public Improvements to be constructed for or acquired by the City will be sufficient for the construction or acquisition of all of those particular Public Improvements. The Parties acknowledge that the Actual Cost to construct the Public Improvements may be greater than the proceeds of the PID Bonds available for Public Improvements and any shortfalls will be funded by the Owners, subject to Section 2.03(b). WHISPER PID FINANCING AGREEMENT