|
and shall be subordinate to: (a) any payments required to be made by the Commission to the City
<br />pursuant to the 2015 Cooperation Agreement; (b) any payment of the principal of, the interest
<br />on, and any premiums due in connection with bonds of, loans or advances to, or indebtedness
<br />incurred by, whether funded, refunded, assumed, or otherwise, the Commission for financing or
<br />refinancing, in whole or in part, the Urban Renewal Project, including but not limited to the 2014
<br />Bonds; and (c) any payments required to be made by the Commission pursuant to the 2019 TIF
<br />Rebate Agreement. Notwithstanding the foregoing, the Commission will use reasonable good
<br />faith efforts, consistent with its obligations to carry out the Urban Renewal Project, to structure
<br />any such fmancing or refinancing in a manner to accommodate and provide for the payment of
<br />that portion of the District TIF revenue based on the District's mill levy, as set forth in Section 1.
<br />6. Books and Accounts; Financial Statement. During the Term, the City and the
<br />Commission will keep, or cause to be kept, proper and current books and accounts in which
<br />complete and accurate entries shall be made of the District Property Tax TIF revenue received by
<br />the Commission and the City and the amounts subject to sharing with the District pursuant to
<br />Section I of this Agreement. Upon reasonable notice, and at the sole expense of the District, all
<br />such books and accounts related to the District Property Tax TIF revenue shall be open to
<br />inspection during normal business hours by such accountants or other agents as the District may
<br />from time to time designate.
<br />7. Notices. Any notice required or permitted by this Agreement shall be in writing
<br />and shall be given by personal service, by certified mail or registered mail, or by reputable
<br />overnight courier service, all postage and fees prepaid, addressed to the Party to whom such
<br />notice is to be given at the address set forth on the signature page below, or at such other address
<br />as has been previously furnished in writing, to the other Party or Parties. Notices shall be
<br />deemed given upon such personal, courier or express mail delivery or on the third business day
<br />following deposit in the U.S. mail as provided above.
<br />8. Delays. Any delays in or failure of performance by any Party of its obligations
<br />under this Agreement shall be excused if such delays or failure are a result of acts of God, acts of
<br />public enemy, acts of the Federal, state or Iocal government, acts of any other Party, acts of third
<br />parties, litigation concerning the validity of this Agreement or relating to transactions
<br />contemplated hereby, fire, floods, strikes, labor disputes, accidents, regulations or order of civil
<br />or military authorities, shortages of labor or materials, or other causes, similar or dissimilar,
<br />which are beyond the control of such Party. Notwithstanding the foregoing, where any of the
<br />above events shall occur that temporarily interrupt the ability of the Commission and/or the City
<br />to transfer or pay the District Property Tax T1F revenues, as soon as the event causing such
<br />interruption shall no longer prevail, the Commission and the City shall transfer and pay the total
<br />amount of District Property Tax TIF revenues then owing to date as determined according to the
<br />provisions of Sections 1 and 2, above.
<br />9. Default. Time is of the essence, subject to Section 8, above. If any payment or
<br />any other material condition, obligation, or duty is not timely made, tendered, or performed by
<br />any Party, then any other Party may exercise any and all rights available at law or in equity,
<br />4
<br />
|