Res 2018-173/amending and restating the Trace Public Improvement District Acquisition and Reimbursement Agreement

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a. If either Party fails to perform an obligation imposed on such Party by this Reimbursement Agreement (a "Failure") and such Failure is not cured after written notice and the expiration of the cure periods provided in this section, then such Failure shall constitute a"Default."Upon the occurrence of a Failure by a non-performing Party, the other Party shall notify the non-performing Party in writing specifying in reasonable detail the nature of the Failure. The non-performing Party to whom notice of a Failure is given shall have at least 30 days from receipt of the notice within which to cure the Failure;however, if the Failure cannot reasonably be cured within 30 days and the non-performing Party has diligently pursued a cure within such 30-day period and has provided written notice to the other Party that additional time is needed, then the cure period shall be extended for an additional period(not to exceed 90 days)so long as the non-performing Party is diligently pursuing a cure. b. If the Owner is in Default,the City's sole and exclusive remedy shall be to seek specific enforcement of this Reimbursement Agreement. No Default by the Owner, however, shall: (1) affect the obligations of the City to use the net proceeds of Major Improvement PID Bonds as provided in Section 6 of this Reimbursement Agreement; or (2) entitle the City to terminate this Reimbursement Agreement. In addition to specific enforcement,the City shall be entitled to attorney's fees, court costs, and other costs of the City to obtain specific enforcement. c. If the City is in Default, the Owner's sole and exclusive remedies shall be to: (1) seek a writ of mandamus to compel performance by the City; or (2) seek specific enforcement of this Reimbursement Agreement. 18.Miscellaneous. a. THIS AMENDED AND RESTATED TRACE PUBLIC IMPROVEMENT DISTRICT REIMBURSEMENT AGREEMENT RESTATES AND REPLACES THE TRACE PUBLIC IMPROVEMENT DISTRICT REIMBURSEMENT AGREEMENT DATED EFFECTIVE OCTOBER 18,2016 (Resolution No.2016-149R). b. The failure by a Party to insist upon the strict performance of any provision of this Reimbursement Agreement by the other Party, or the failure by a Party to exercise its rights upon a Default by the other Party shall not constitute a waiver of such Party's right to insist and demand strict compliance by such other Party with the provisions of this Reimbursement Agreement. c. The City does not waive or surrender any of its governmental powers, immunities, or rights except to the extent permitted by law and necessary to allow the Owner to enforce its remedies under this Reimbursement Agreement. d. Nothing in this Reimbursement Agreement, expressed or implied, is intended to or shall be construed to confer upon or to give to any person or entity other than the City and the Owner any rights,remedies, or claims under or by reason of this Reimbursement Agreement,and all covenants,conditions,promises,and