4.2.A. SR 12-06-2004 - Laserfiche WebLink

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Section 5.8 Issuance of Tax Increment Revenue Refundin!! Bonds. (a) The Parties understand and agree that the Developer's willingness to undertake its activities under this Agreement was predicated on the understanding that the Developer would achieve the Allowable Profit and receive the developer fees and the Targeted Rate of Return contemplated by this Agreement. The Parties also understood at the time of execution of this Agreement that in order to achieve such Allowable Profit and receive such developer fees and such Targeted Rate of Return it might be necessary for the City to issue tax increment bonds to refund the Tax Increment Revenue Note (the "Refunding Bonds") and that if such bonds are issued after the Completion Date costs of financing could be reduced, thereby enhancing the financial feasibility of the Development. Therefore, the City agrees, to the extent permitted by law that, at the prior written request of the Developer, but no earlier than the Profit Determination Date, to use its best efforts to issue Refunding Bonds subject to the following conditions: (i) The principal amount of the Refunding Bonds shall be based on a Debt Service Coverage Ratio as is necessary to sell the Refunding Bonds at par. The principal amount of the Refunding Bonds will not exceed the lesser of (i) the amount that can be amortized using the Pledged Tax Increment generated by the Minimum Improvements and (ii) the amount necessary after reasonable transaction costs, reserves and capitalized interest to create net proceeds equal to the outstanding principal balance of the Tax Increment Revenue Note so long as the total aggregate debt service payable with respect to the Refunding Bonds does not exceed the total aggregate debt service that would have been payable over the term ofthe Tax Increment Revenue Note; (ii) The legal authority of the City to issue such Refunding Bonds and pledge the Available Tax Increment at the time of the Developer's request; and (iii) The ability of any Placement Agent to market the Refunding Bonds. (b) The Developer acknowledges that the maximum amount the City will pledge to repay the Tax Increment Refunding Bonds is the Pledged Tax Increment generated by the Minimum Improvements, and that the City will determine, in its sole discretion, the principal amount of the Refunding Bonds to be issued. In determining the principal amount of the Refunding Bonds to be issued, the City will consider, among other things, the Market Values of the completed Minimum Improvements. In addition and if feasible, the City will issue separate Refunding Bonds for each ofthe components of the Development. (c) The terms and conditions of the Refunding Bonds will be set forth in a resolution to be adopted by the City Council of the City (the "Bond Resolution"). In the event of a conflict between the terms and conditions hereof and the terms and conditions of the Bond Resolution, the terms and conditions of the Bond Resolution shall prevail. Section 5.9 Issuance of Parkin!! Lot Note. (a) When requested by the Developer, but not prior to the Closing on the Jackson Block Property and the closing on the Construction Loan for the Bluff Block Development, the City shall commence construction of the King Avenue parking lot provided that: 1674205v8 32