COM 0660.000 2020-2022 - Laserfiche WebLink

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not be unreasonably withheld. Prior to completion and acceptance of the Improvements by the County, the amount paid pursuant to each Payment Request shall not exceed 90% of the Actual Costs reflected therein(except in the case of Actual Costs representing fees paid to governmental entities or utilities or administrative and oversight charges paid to the County). (d) When the Work is Complete, the Developer shall deliver to DEM its final Payment Request and supporting documents for approval, together with (i) documentation indicating that as built plans have been submitted to the County's Department of Public Works and Department of Environmental Management, (ii) a Notice of Completion for the Improvements has been published, and lien releases have been issued by the Contractor and its Subcontractors, and (iii) proper documentation for dedication of the Improvements to the County as called for by applicable County procedures. The term"Complete"means that.he construction of the Improvements is, in the reasonable judgment of DEM, in all respects complete and all required punchlist items have been completed. Payment of the final Payment Request shall be subject to DEM's approval of the Payment Request and the County's acceptance of dedication of the Improvements. If the available amount of Net Bond Proceeds is not sufficient to pay the Payment Request in full, the remaining amount shall be payable either from the proceeds of a subsequent series of Bonds or from proceeds of Special Tax collections that are on deposit with the Bond Trustee and available for such purpose under the Bond Indenture. 6. Representations, Warranties and Covenants of the Developer. The Developer makes the following representations, warranties and covenants for the benefit of the County: (a) Concerning the Developer. RCFC, B1A and KHI are acting together as the Developer. RCFC, B lA and KHI agree that all representations, warranties and covenants on the part of the "Developer"under this Agreement are, and shall be deemed to be,joint and several obligations of RCFC, B I A and KHL (b) Organization. Each of RCFC, B1A and KHI represents and warrants that it is a limited liability company, duly organized and validly existing under the laws of the State of Delaware, is qualified to do business in the State of Hawaii, and has full power and authority to own its properties and assets and to carry on its business as now being conducted and as now contemplated, including as contemplated by this Agreement. (c) Authority. Each of RCFC, B1A and KHI represents and warrants that it has the power and authority to enter into this Agreement, and it has taken all action necessary to cause this Agreement to be executed and delivered, and this Agreement has been duly and validly executed and delivered on its behalf. (d) Binding Obligation. Each of RCFC, B 1 A and KHI represents and warrants that this Agreement and all obligations of the Developer hereunder are valid and binding joint and several obligations of RCFC, B I A and KHI, and are enforceable against each such entity in accordance with their terms. (e) Completion of Facilities. RCFC, B I A and KHI individually and collectively covenant that they will use its reasonable and diligent efforts to do all things which may be lawfully required of the Developer hereunder in order to cause Improvements to be completed in accordance with this Agreement. 15