8.1 SR 08-19-2024 - Laserfiche WebLink

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12 EL185\77\970529.v2 development of the Development Property, including without limitation, payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the request to the City. The Certificate of Completion issued for the Project shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement solely with respect to construction of the Project. The issuance of a Certificate of Completion under this Agreement shall not be construed to relieve the Developer of any inspection or approval required by any City department in connection with the construction, completion or occupancy of the Project nor shall it relieve the Developer of any other obligations under this Agreement. Section 3.6 Purchase Price Note. (a) The purchase price to be paid to the City by the Developer in exchange for the conveyance of the Development Property is $1,378,020.60 (the “Purchase Price”). The Purchase Price shall be paid in cash from the Developer in the amount of $1.00 and a purchase price note from the Developer in the amount of $1,378,019.60 evidencing the Developer’s obligation to repay a loan for a portion of the Purchase Price for the Development Property with interest (the “Purchase Price Note”) in substantially the form attached hereto as Exhibit B. The Purchase Price Note shall accrue interest at the rate of 5.00% per annum. On each Payment Date, the City will credit against the principal amount of the Purchase Price Note plus accrued interest thereon at the rate of 5.00% per annum, the Purchase Price Note Pledged Tax Increment. (b) The City is pledging Purchase Price Note Pledged Tax Increment to repayment of the Purchase Price Note. The Developer has no right or interest in any Tax Increment. The City retains the right to use any other legally available City funds to prepay the principal of and interest on the Purchase Price Note on any date. Section 3.7 Agreement to Pay Purchase Price Note. (a) Pledged Tax Increment Shortfall. Annually on or before December 31 in the years 2026 through 2035, the City shall calculate whether the February and August payments of Purchase Price Note Pledged Tax Increment have been at or greater than the principal and interest due on the Purchase Price Note for that year, as shown on the amortization schedule attached to the Purchase Price Note. If, in the City’s sole discretion, the Purchase Price Note Pledged Tax Increment has been less than the annual amount due under the Purchase Price Note for such year, the Developer shall pay an amount equal to the deficiency (a “Shortfall”). The Developer is obligated to pay a Shortfall within 15 days after receipt of a written notice from the City containing evidence of a Shortfall. (b) Ownership Transfer. (i) If, prior to the Maturity Date, the Developer shall sell or otherwise transfer ownership of the Development Property, the Developer shall be required to pay the remaining outstanding balance of principal and interest the Purchase Price Note within 30 days of said transfer. (ii) If, prior to the Maturity Date, the Company, the Developer, or the Personal Guarantors sell or otherwise transfer any ownership interest, shares, or membership interest of or in the Company or the Developer, the Developer shall be required to pay the remaining outstanding balance of principal and interest on the Purchase Price Note within 30 days of said transfer. Notwithstanding the foregoing, Section 3.7(b)(iii) shall not apply to any sale or transfer of ownership interests, share, or membership interests by Patrick to his children. Page 241 of 327