Common use of Disbursements and Transfers at and after Bond Closing Clause in Contracts

Disbursements and Transfers at and after Bond Closing. The Parties agree that from the proceeds of the PID Bonds, and upon the presentation of evidence satisfactory to City, City will cause the Trustee under the applicable Indenture to pay at closing of the PID Bonds approved amounts from the appropriate account to City or Owner, as applicable, which costs may include payment for costs of issuance and payment of costs incurred in the establishment, administration and operation of the PID and any other eligible items expended by Owner and City as of the time of the delivery of the PID Bonds as described in the SAP. In order to receive disbursement, Owner shall execute a Closing Disbursement Request, in substantially the form attached hereto as Exhibit C, to be delivered to City no less than five (5) business days prior to the scheduled pricing date for the applicable series of PID Bonds for payment in accordance with the provisions of the applicable Indenture. In order to receive additional disbursements from the applicable fund under this Agreement or an Indenture, as applicable, Owner shall execute a Certificate for Payment, no more frequently than monthly, to be delivered to City for payment in accordance with the provisions of the applicable Indenture and this Agreement. Upon receipt of a Certificate for Payment (along with all accompanying documentation required by City) from Owner, City shall conduct a review in order to confirm that such request is complete, to confirm that the work for which payment is requested was performed in accordance with all applicable governmental laws, rules and regulations and applicable plans therefore and with the terms of this Agreement and any other agreement between the Parties related to property in the PID, and to verify and approve the PID Project Costs of such work specified in such Certificate for Payment. City shall also conduct such review as is required in its discretion to confirm the matters certified in the Certificate for Payment. Owner agrees to cooperate with City in conducting each such review and to provide City with such additional information and documentation as is reasonably necessary for City to conclude each such review. Not later than fifteen (15) business days following receipt of any Certificate for Payment, City shall either: (1) approve the Certificate for Payment and forward it to the Trustee for payment, or (2) provide Owner with written notification of disapproval of all or part of a Certificate for Payment, specifying the basis for any such disapproval. Any disputes shall be resolved as required by Section 2.02 hereof. City shall deliver the approved or partially approved Certificate for Payment to the Trustee for payment, and the Trustee shall make the disbursements as quickly as practicable thereafter. Upon receipt of a reviewed and approved Certificate for Payment, the Trustee shall make payment from the account designated in the Certificate for Payment pursuant to the terms of the Certificate for Payment and the applicable Indenture in an amount not to exceed the Budgeted Cost for the particular Authorized Improvement (or its completed segment), unless a Cost Overrun amount has been approved for a particular Authorized Improvement. If a Cost Overrun amount has been approved, then the amount reimbursed shall not exceed the Budgeted Amount plus the approved Cost Overrun amount. Approved Certificates for Payment that await reimbursement shall not accrue interest.

Disbursements and Transfers at and after Bond Closing. 3.4.1 The Parties City and the Developer agree that from the proceeds of the PID Bonds, and upon the presentation of evidence satisfactory to Citythe City Representative, the City will cause the Trustee trustee under the applicable Indenture to pay at closing of the PID Bonds approved amounts from the appropriate account to the City or Ownerthe Developer, as applicable, which costs may include payment for costs of issuance of PID Bonds and payment of costs incurred in the establishment, administration administration, and operation of the PID and any other eligible items expended by Owner the Developer and the City as of the time of the delivery of the PID Bonds as described in the SAP. In order to receive disbursement, Owner the Developer shall execute a Closing Disbursement Request, in substantially the form attached hereto as Exhibit C, Request to be delivered to the City no less than five (5) business days prior to the scheduled pricing date for the applicable series of PID Bonds for payment in accordance with the provisions of the applicable Indenture. . 3.4.2 In order to receive additional disbursements for Actual Costs of Authorized Improvements from the applicable fund under this Agreement or an Agreement, a Reimbursement Agreement, and applicable Indenture, as applicable, Owner the Developer shall execute a Certificate for PaymentPayment or Certificate for Payment – Developer Improvement Account, as applicable, no more frequently than monthly, to be delivered to the City for payment in accordance with the provisions of the applicable Indenture and this Agreement. Upon receipt of a Certificate for Payment or Certificate for Payment – Developer Improvement Account (along with all accompanying documentation required by the City) from Ownerthe Developer, the City shall conduct a review in order to confirm that such request is complete, to confirm that the work for which payment is requested was performed in accordance with all applicable governmental laws, rules and regulations Applicable Laws and applicable plans therefore and with the terms of this Agreement Agreement, the Reimbursement Agreement, and any other agreement between the Parties parties related to property in the PID, and to verify and approve the PID Project Actual Costs of such work specified in such Certificate for Paymentcertificate. The City shall also conduct such review as is required in its discretion to confirm the matters certified in the Certificate for Payment. Owner Payment or Certificate for Payment – Developer Improvement Account. 3.4.3 The Developer agrees to cooperate with the City in conducting each such review and required to be made for the approval of a Certificate for Payment or Certificate for Payment – Developer Improvement Account, as applicable; and, the Developer agrees to provide the City with such additional information and documentation as is reasonably necessary for the City to conclude each such review. Not later than fifteen . 3.4.4 Within ten (1510) business days following receipt of any Certificate for PaymentPayment or Certificate for Payment – Developer Improvement Account, the City shall either: (1) approve the Certificate for Payment such certificate and forward it to the Trustee trustee under the applicable Indenture for payment, or (2) provide Owner the Developer with written notification of disapproval of all or part of a Certificate for Paymentsuch certificate, specifying the basis for any such disapproval. Any disputes shall be resolved as required by Section 2.02 hereof. City shall deliver the approved or partially approved Certificate for Payment to the Trustee for payment, and the Trustee shall make the disbursements as quickly as practicable thereafter. Upon receipt of a reviewed and approved Certificate for Payment, the Trustee shall make payment from the account designated in the Certificate for Payment pursuant to the terms of the Certificate for Payment and the applicable Indenture in an amount not to exceed the Budgeted Cost for the particular Authorized Improvement (or its completed segment), unless a Cost Overrun amount has been approved for a particular Authorized Improvement. If a Cost Overrun amount has been approved, then the amount reimbursed shall not exceed the Budgeted Amount plus the approved Cost Overrun amount. Approved Certificates for Payment that await reimbursement shall not accrue interest3.4.

Disbursements and Transfers at and after Bond Closing. The Parties City and the Developer agree that from the proceeds of the a series of PID Bonds, and upon the presentation of evidence satisfactory to Citythe City Representative, the City will cause the Trustee trustee under the applicable Bond Indenture to pay at closing of the such series of PID Bonds approved amounts from the appropriate account to City the City, the Developer, or Ownertheir designees, as applicable, which costs amounts may include payment for costs of issuance and payment of costs incurred in the establishment, administration administration, and operation of the PID and any other eligible items for which funds have been expended by Owner the Developer and the City as of the time of the delivery of the such series of PID Bonds as described in the SAP. In order to receive disbursement, Owner the Developer shall execute a Closing Disbursement Request, in substantially the form attached hereto as Exhibit C, Request to be delivered to the City no less than five (5) business days prior to the scheduled pricing closing date for the applicable such series of PID Bonds for payment in accordance with the provisions of the applicable Bond Indenture. In order to receive additional disbursements disbursement from the applicable account or fund under this Agreement or an a Bond Indenture, as applicable, Owner the Developer shall execute a Certificate for Payment, no more frequently than monthly, to be delivered to the City for payment in accordance with the provisions of the applicable Bond Indenture and this Agreement. Upon receipt of a Certificate for Payment (along with all accompanying documentation required by the City) from Ownerthe Developer, the City shall conduct conduct, or cause to be conducted, a review in order to confirm that such request is complete, to confirm that the work for which payment is requested was performed in accordance with all applicable governmental laws, rules and regulations and applicable plans therefore and with the terms of this Agreement and any other agreement between the Parties parties related to property in the PID, and to verify and approve the PID Project Actual Costs of such work specified in such Certificate for Payment. The City shall also conduct conduct, or cause to be conducted, such review as is required in its discretion to confirm the matters certified in the Certificate for Payment. Owner The Developer agrees to cooperate with the City Representative in conducting each such review and to provide the City Representative with such additional information and documentation as is reasonably necessary for City to conclude each such reviewreview to be concluded. Not later than fifteen Within twenty-one (1521) business days following receipt of any Certificate for Payment, the City shall either: (1) approve the Certificate for Payment and forward it to the Trustee trustee for payment, or (2) provide Owner the Developer with written notification of disapproval of all or part of a Certificate for Payment, specifying the basis for any such disapproval. Any disputes If there is a dispute over the amount of any payment, the City shall be resolved nevertheless pay the undisputed amount, and the Parties shall use all reasonable efforts to resolve the disputed amount before the next payment is made; however, if the Parties are unable to resolve the disputed amount, then the City's determination of the disputed amount (as required determined and approved by Section 2.02 hereofthe City Representative) and any payment thereof shall control. The City shall deliver the approved or partially approved Certificate for Payment to the Trustee trustee for payment, and the Trustee trustee shall make the disbursements as quickly as practicable thereafter. Upon receipt of a reviewed and approved Certificate for Payment, the Trustee shall make payment from the account designated in the Certificate for Payment pursuant to the terms of the Certificate for Payment and the applicable Indenture in an amount not to exceed the Budgeted Cost for the particular Authorized Improvement (or its completed segment), unless a Cost Overrun amount has been approved for a particular Authorized Improvement. If a Cost Overrun amount has been approved, then the amount reimbursed shall not exceed the Budgeted Amount plus the approved Cost Overrun amount. Approved Certificates for Payment that await reimbursement shall not accrue interest.

Disbursements and Transfers at and after Bond Closing. The Parties agree that from the proceeds of the 3.5.1 If PID BondsBonds are issued, and upon the presentation of evidence satisfactory to Citythe City Representative, the City will cause the Trustee under the applicable Bond Indenture to pay from the Bond Proceeds at closing of the PID Bonds approved amounts from the appropriate account to City the City, Developer, or Ownertheir designees, as applicable, which costs may include payment for costs of issuance and payment of costs incurred in the establishment, administration administration, and operation of the PID and any other eligible items for which funds have been expended by Owner Xxxxxxxxx and the City as of the time of the delivery of the PID Bonds as described in the SAPBonds. In order to receive such a disbursement, Owner Developer shall execute a Closing Disbursement Request, Request substantially in substantially the form attached hereto as Exhibit C, B to be delivered to the City no less than five fifteen (515) business days prior to the scheduled pricing closing date for the applicable series of PID Bonds for payment in accordance with the provisions of the applicable Bond Indenture. In order to receive additional disbursements from the applicable fund under this Agreement or an the Bond Indenture, as applicableif PID Bonds are issued, Owner or from the PID Reimbursement Fund, Developer shall execute a Certificate for Payment, no more frequently than monthly, to be delivered to the City for payment in accordance with the provisions of the applicable Indenture and Bond Indenture, if applicable, and/or this Agreement. . 3.5.2 Upon receipt of a Certificate for Payment (along with all accompanying documentation reasonably required by the City) from OwnerDeveloper, the City shall conduct a review in order to confirm that such request is complete, to confirm that the work for which payment is requested was performed in accordance with all applicable governmental laws, rules and regulations and applicable plans therefore and therefor with the terms of this Agreement and any other agreement between the Parties related to property in the PID, and to verify and approve the PID Project Costs of such work specified in such Certificate for Payment. The City shall also conduct such review as is required in its discretion to confirm the matters certified in the Certificate for Payment. Owner The Developer agrees to cooperate with the City in conducting each such review and to provide the City with such additional information and documentation as is reasonably necessary for the City to conclude each such review. Not later than Within fifteen (15) business days following receipt of any Certificate for Payment, the City shall either: (1a) approve the Certificate for Payment and (i) forward it to the Trustee trustee designated under the Bond Indenture (the “Trustee”) for payment, payment or (2ii) pay such amount from the PID Reimbursement Fund; or, (b) provide Owner Developer with written notification of disapproval of all or part of a Certificate for Payment, specifying in detail the basis for any such disapproval. Any disputes shall be resolved as required by Section 2.02 hereof3.3 herein. If PID Bonds are issued, the City shall deliver the approved or partially approved Certificate for Payment to the Trustee for payment, and the Trustee shall make the disbursements as quickly as practicable thereafter. Upon receipt of a reviewed and approved Certificate for Payment, the Trustee shall make payment from the account designated in the Certificate for Payment pursuant to the terms of the Certificate for Payment and the applicable Indenture in an amount not to exceed the Budgeted Cost for the particular Authorized Improvement (or its completed segment), unless a Cost Overrun amount has been approved for a particular Authorized Improvement. If a Cost Overrun amount has been approved, then the amount reimbursed shall not exceed the Budgeted Amount plus the approved Cost Overrun amount. Approved Certificates for Payment that await reimbursement shall not accrue interest.

Disbursements and Transfers at and after Bond Closing. The Parties agree that from the proceeds of the If PID BondsBonds are issued, and upon the presentation of evidence satisfactory to Citythe City Representative, the City will cause the Trustee under the applicable Bond Indenture to pay from the Bond Proceeds at closing of the PID Bonds approved amounts from the appropriate account to City the City, Developer, or Ownertheir designees, as applicable, which costs may include payment for costs of issuance and payment of costs incurred in the establishment, administration administration, and operation of the PID and any other eligible items for which funds have been expended by Owner Developer and the City as of the time of the delivery of the PID Bonds as described in the SAPBonds. In order to receive such a disbursement, Owner Developer shall execute a Closing Disbursement Request, Request in substantially the form attached hereto as Exhibit C, B to be delivered to the City no less than five (5) business days prior to the scheduled pricing closing date for the applicable series of PID Bonds for payment in accordance with the provisions of the applicable Bond Indenture. In order to receive additional disbursements from the applicable fund under this Agreement or an the Bond Indenture, as applicableif PID Bonds are issued, Owner or from the PID Reimbursement Fund, Developer shall execute a Certificate for Payment, no more frequently than monthly, to be delivered to the City for payment in accordance with the provisions of the applicable Indenture Bond Indenture, if applicable, and this Agreement. Upon receipt of a Certificate for Payment (along with all accompanying documentation required by the City) from OwnerDeveloper, the City shall conduct a review in order to confirm that such request is complete, to confirm that the work for which payment is requested was performed in accordance with all applicable governmental laws, rules and regulations and applicable plans therefore and therefor with the terms of this Agreement and any other agreement between the Parties related to property in the PID, and to verify and approve the PID Project Phase 2 and 3 Authorized Improvements Costs of such work specified in such Certificate for Payment. The City shall also conduct such review as is required in its discretion to confirm the matters certified in the Certificate for Payment. Owner The Developer agrees to cooperate with the City in conducting each such review and to provide the City with such additional information and documentation as is reasonably necessary for the City to conclude each such review. Not later than fifteen Within ten (1510) business days following receipt of any Certificate for Payment, the City shall either: (1a) approve the Certificate for Payment and (i) forward it to the Trustee trustee designated under the Bond Indenture (the “Trustee”) for payment, payment or (2ii) pay such amount from the PID Reimbursement Fund; or, (b) provide Owner Developer with written notification of disapproval of all or part of a Certificate for Payment, specifying the basis for any such disapproval. Any disputes shall be resolved as required by Section 2.02 hereof3.3 herein. If PID Bonds are issued, the City shall deliver the approved or partially approved Certificate for Payment to the Trustee for payment, and the Trustee shall make the disbursements as quickly as practicable thereafter. Upon receipt of a reviewed and approved Certificate for Payment, the Trustee shall make payment from the account designated in the Certificate for Payment pursuant to the terms of the Certificate for Payment and the applicable Indenture in an amount not to exceed the Budgeted Cost for the particular Authorized Improvement (or its completed segment), unless a Cost Overrun amount has been approved for a particular Authorized Improvement. If a Cost Overrun amount has been approved, then the amount reimbursed shall not exceed the Budgeted Amount plus the approved Cost Overrun amount. Approved Certificates for Payment that await reimbursement shall not accrue interest.