12-17-08 Meeting of the La Porte Redevelopment Authority

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Notice in a ratio of fifty percent (50%) by Port Crossing and fifty percent (50%) by 65 LaPorte, such funds to be included as Escrowed Funds. However, if the Contractor (1) has completed its work on the Project and fulfilled its duties under its contract, (2) submitted any and all necessary invoices, and received any and all necessary payment, and (3) provided a written release of any claims associated with its work on the Project, and the City determines that a portion of the Escrowed Funds remain in its possession, then it shall, upon receiving written instruction from Port Crossing, distribute the remaining portion of the Escrowed Funds in equal shares to both Port Crossing and 65 LaPorte. Port Crossing and 65 LaPorte expressly agree that the City shall have absolutely no legal obligations whatsoever to the Contractor, and further agree that City's duties are limited to that expressly stated in this Section 2.3. Port Crossing and 65 LaPorte hereby agree that each party shall indemnify City for any and all damages, of any type, sustained by City in the performance of its duties set forth herein. City hereby agrees that the Proportionate Share paid by Port Crossing and 65 LaPorte, respectively, represents costs that are reimbursable by City from revenues received by the City from the sale of bonds by the City after completion of construction of the Project, which reimbursement is subject to the term of the reimbursement agreements between each of Port Crossing and 65 LaPorte with the City. Section 2.4. Dispute Resolution. If a dispute exists between the Owners and City with respect to the approval of any Plans for the Project, the Approved Budget, or the Additional Costs, and such dispute is not resolved within five (5) business days following the written demand from the disputing party to meet to attempt to resolve such dispute, then such dispute shall be subject to mediation in accordance with the then current Mediation Rules of the Construction Industry of the American Arbitration Association. Notwithstanding the foregoing, if an immediate decision must be made as to any Plans for the Project or the approval of a budget in order to prevent unreasonable delay in the construction of the Project, then the requesting party may make the necessary decision with respect to the Plans and budget but such decision shall continue to be subject to mediation as provided above. - - ARTICLE III DEFAULT AND REMEDIES Section 3.1. Rights Upon Occurrence of a Default bv Port Crossing. A "Port Crossing Default" means the failure of Port Crossing to perform any obligation, covenant or agreement of Port Crossing set forth in this Agreement and the failure to cure such default within thirty (30) days following written notice from 65 LaPorte or the City of such failure or breach of this Agreement. At any time following the occurrence of a Port Crossing Default which remains uncured, 65 LaPorte may elect to do the following: - (a) If the Port Crossing Default involves a failure to pay such Port Crossing's Proportionate Share of the Project, or an Additional Cost, 65 LaPorte may pay the amount necessary to cure the Port Crossing Default and prevent construction on the Project from ceasing, provided that Port Crossing shall repay the amount paid by 65 LaPorte to cure the Port Crossing Default together with interest at an interest rate of fifteen percent (15%) per annum no later than thirty (30) days after such payment by 65 LaPorte; and H-Public _Right _ oC Way_Improvement _ and ]undinlL Agreement_ v9(738385 _9)[1 J.DOC 4