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Request to insure that no construction or material men's liens have been filed against the <br /> Property and, prior to honoring each monthly Draw Request, the Contractor will provide <br /> a waiver of liens and shall provide waivers of liens from all sub-contractors. <br /> c. Provided Contractor has complied with all conditions to <br /> disbursement contained in Paragraph 5 of this Agreement, not more than twenty(20) <br /> days after receipt of a Draw Request,the Authority and the City will each authorize to the <br /> Escrow Agent funding of its share of the Draw Request. <br /> If and to the extent there is a dispute by the Authority or the City as to the proper amount <br /> of any Draw Request,the party which is disputing all or any portion of the Draw Request shall <br /> notify the other party and the Contractor of the dispute(a"Dispute Notice") within the later of <br /> (a) five (5)business days of its receipt of the Draw Request or(b) receipt by such party of the <br /> Inspecting Engineer's monthly inspection report. Each Dispute Notice shall specify the basis of <br /> such dispute and shall identify the exact amount and items being disputed. If any such dispute is <br /> not resolved to the satisfaction of the party disputing the Draw Request within five(5) days of <br /> the receipt of a Dispute Notice by a non-disputing party, such Draw Request shall be deemed <br /> automatically approved and reduced to the lowest of the undisputed amounts and only the <br /> undisputed amounts shall be funded by each of the Authority and City in accordance with the <br /> provisions of this Agreement. The Authority and City agree to proceed diligently and in good <br /> faith to attempt to resolve any dispute relating to a Draw Request. <br /> 9. Ownership of Infrastructure Improvements. Should Closing not occur within ninety(90) <br /> days after the date of this Agreement,then Contractor shall convey title to all of the <br /> Infrastructure Improvements completed to date to the Authority and upon such <br /> conveyance, the Authority shall pay the Contractor for all actual costs not yet paid for the <br /> constructed Infrastructure Improvements, but in any event, not to exceed the respective <br /> amounts provided for in the approved Plans and Specifications, which may be amended <br /> from time to time;provided, however, that Contractor shall first have(a) assigned and <br /> caused any subcontractors to assign to the Authority all right, title and interest in and to <br /> all plans, specifications, studies, reports, commitments and other work product or <br /> documentation related to or arising out of the Infrastructure Improvements or this <br /> Agreement, and(2) provided to the Authority such lien waivers and other evidence as the <br /> Authority or its title insurer may reasonably require that the City Parcel is free and clear <br /> of all liens relating to the Infrastructure Improvements. <br /> 10. Notices. Any notice or other communication given or made pursuant to this Agreement <br /> shall be in writing and shall be deemed given if(i) delivered personally or by courier, (ii) <br /> telecopy, (iii) sent by overnight express delivery, or(iv) mailed by registered or certified <br /> mail(return receipt requested), postage prepaid, to a party at its respective address set <br /> forth below (or at such other address as shall be specified by the party by like notice <br /> given to the other party): <br /> If to Authority, to: <br /> Decatur Housing Authority <br /> 5 <br />