04-28-2025 Agenda Packet - Laserfiche WebLink

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4.5 Representations and Warranties. 4.5.1 The Developer represents and warrants to the City that: (a) the Developer has the authority to enter into and perform its obligations under this Agreement; (b) the Developer has the financial resources, or the ability to obtain sufficient financial resources, to meet its obligations under this Agreement; (c) the person executing this Agreement on behalf of the Developer has been duly authorized to do so; (d) this Agreement is binding upon the Developer in accordance with its terms; (e) the Developer is current on all taxes, assessments, fees and obligations to the City; (f) the Developer is not in default under the Development Agreement or any other agreement with the City related to the PID; and (g) the execution of this Agreement and the performance by the Developer of its obligations under this Agreement do not constitute a breach or event of default by the Developer under any other agreement, instrument, or order to which the Developer is a party or by which the Developer is bound. 4.5.2 The City represents and warrants to the Developer that: (a) the City has the authority to enter into and perform its obligations under this Agreement; (b) the person executing this Agreement on behalf of the City has been duly authorized to do so; (c) this Agreement is binding upon the City in accordance with its terms; and (d) the execution of this Agreement and the performance by the City of its obligations under this Agreement do not constitute a breach or event of default by the City under any other agreement, instrument, or order to which the City is a party or by which the City is bound. 4.6 Default/Remedies. 4.6.1 If either Party fails to perform an obligation imposed on such Party by this Agreement (a "Failure") and such Failure is not cured after written notice and the expiration of the p p "Default." �" If a Failure is cure periods provided in this section then such Failure shall constitute a Defau t. monetary, the non-performing Party shall have fifteen (15) business days within which to cure. If the Failure is non -monetary, the non-performing Party shall have thirty (30) calendar days within which to cure. However, if the non -monetary Failure is of such a nature that it cannot reasonably be expected to be cured within thirty (30) calendar days, then the Party who failed to perform shall have such time as is necessary to cure the default, so long as the failing Party commences the cure within thirty (30) calendar days and diligently pursues such cure to completion. 4.6.2 If the Developer is in Default, the City shall have available all remedies at law or in equity, including, without limitation, specific performance and damages; provided, however, that no Default by the Developer shall entitle the City to (i) terminate this Agreement or, (ii) recover consequential or exemplary damages. In the event the Developer fails to pay any of the expenses or amounts or perform any obligation specified in this Agreement, then to the extent such failure constitutes a Default hereunder, the City may, but shall not be obligated to do so, pay any such amount or perform any such obligations and the amount so paid and the reasonable out of pocket costs incurred by the City in said performance shall be due and payable by the Developer to the City within thirty (30) calendar days after the Developer's receipt of an itemized list of such costs. Any amounts or remedies due pursuant to the Agreement are not subject to acceleration. 4.6.3 If the City is in Default, the Developer shall have available all remedies at law or in equity, including without limitation, specific performance and damages; provided, Reimbursement Agreement Forestbrook Public Improvement District No. 1 Page 13 018581.000001\4908-9229-3155.v5