Res 2006-016 - Laserfiche WebLink

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e~~ voi F~g i iii i?y.g1 ~ DF'F' 294i7~ bilfl City or JQH (or any of their respective affiliates, associates, directors or officers) seeking to prevent or challenge the transactions contemplated by this Agreement and/or the City's proposed structure for financing the cost of its obligations relating to the Conference Center or seeking material damages in connection therewith. 6.1.3. Proiect Costs. The cost to construct the Hotel pursuant to the Approved Plans as reflected in the bid/final negotiated price received from JQH's preferred contractor for same not exceeding $46,000,000.00 and the Preliminary Cost Estimate for the Conference Center not exceeding $23,000,000.00. For purposes hereof, "Preliminary Cost Estimate" shall mean City's then estimate of the likely Actual Costs, as estimated by the City in its reasonable discretion, using an Initial Determination of the cost to construct the Conference Center and the City's reasonable estimate of the other costs to be included in Actual Costs. For purposes hereof, "Initial Determination" means a cost estimate obtained from the City's design-build contractor based on the Design Development Drawings for such improvements. For purposes hereof, "Design Development Drawings" means detailed azchitectural construction drawings and specifications for the improvements in question that are sufficient for a qualified contractor to determine the cost of constructing the improvements with reasonable accuracy and which include, at a minimum, structural drawings which are at least sixty percent (60%) complete and mechanical, electrical and plumbing drawings which are at least fifty percent (50%) complete. On or before September 15, 2006, City will obtain the Preliminary Cost Estimate for the Conference Center and furnish same to JQH upon completion. In addition, JQH must obtain abid/final negotiated price from JQH's preferred contractor for the Hotel reflecting the cost to construct the Hotel pursuant to the Approved Plans on or before September 15, 2006. Such bid/final negotiated price and the City's Preliminary Cost Estimate obtained pursuant to this Section 6.1.3 shall be the basis for determining whether the conditions set forth in this Section 6.1.3 have been satisfied. Absent the Parties' subsequent written agreement to the contrary, the City's failure to obtain the Preliminary Cost Estimate for the Conference Center on or before September 15, 2006 shall be deemed for purposes of this Agreement to constitute a fording that a Preliminary Cost Estimate for the Conference Center would exceed $23,000,000.00 and therefore would result in a termination of this Agreement. Failure of JQH to obtain a bid/final negotiated price from JQH's preferred contractor for the Hotel on or before September 15, 2006 shall constitute a waiver by JQH of the conditions set forth in this Section 6.1.3 relating to the cost of the Hotel (i.e., this Agreement will remain in place and neither party shall have any right to terminate same pursuant to the conditions set forth in this Section 6.1.3 due to the cost to construct the Hotel exceeding $46,000,000.00). If the conditions set forth in Section 6.1.1 and 6.1.3 above are not satisfied by September 15, 2006 or the condition set forth in Section 6.1.2 has not been satisfied on or before the date on which JQH is obligated to Commence Construction of the Hotel under this Agreement, this Agreement shall terminate and thereafter neither party shall have any further rights or obligations one unto the other hereunder unless, at such time, the Parties enter into a written agreement acknowledging that this Agreement shall continue notwithstanding the failure of any such condition to have been satisfied at such time. 6.2. Conference Center Financine. In the event the City does not obtain and close on certificate of obligation financing for its obligations hereunder on terms acceptable to the City 23 803273.4