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1. That firm bids are obtained which allow the parties to construct the project for their <br />defined respective shares: $24,100,000 for the county and $9,860,000 for the district; and <br />2. That each party secure financing for its respective share: $9,860,000 for the district, and <br />financing for the county of not more than $1,580,000 principal and interest payment per year for <br />25 years. <br />If these conditions precedent cannot be satisfied, either party may terminate the agreement. Upon <br />termination, eaither paRy may elect to partition the property, buy the other party's interest in the <br />land for fair market value, or lease the other party's interest in the land. Upon termination the <br />project will be stopped, and the parties will each pay their respective share of the project costs <br />incurred. <br />After the conditions precedent have been satisfied, neither party may terminate the <br />agreement. To do so would be a default. In the case of default, the sole remedy of either party is <br />money damages. <br />The parties will proceed with the project through their Project Coordinators. One Project <br />Coordinator is appointed by each party. The Project Coordinators must both agree for any <br />decision to be made. In the case of dispute, the matter will be addressed to the chairs of <br />governing bodies. If the chairs cannot agree, the full governing bodies will meet and decide the <br />matter. <br />The Project Coordinators are delegated responsibility to: <br />*Approve all contracts, subject to competitive procurement requirements <br />*Aprove the project budget, the final construction plans and specifications <br />*Approve the bids, the general construction contract, and the final budget <br />*Recompute the presective shares based on the bids and adjustments made by the parties <br />*Approve all change orders <br />*Approve all disbursements <br />*Resolve construction claims <br />A special provision allows the county to pull its own wiring for telephone, fax and <br />electronic data, and to do the same for transit at reasonable cost. <br />A special provision sets the parties' share for streetscape elements not funded by the city, <br />but which the parties elect to build. The respective shares are 68.71% county and 31.29 % <br />transit, based on ownership interest in the land. <br />The Agreement allows the parties to encumber their interest in the project for purposes of <br />construction financing. <br />All other agreements are attached as exhibits to the Intergovernmental Development <br />Agreement. <br />