Agenda - Council Work Session - 09/02/2003

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[DRAFT] 16.4 BINDING AGREEMENT. The parties mutually recognize and a~ee that, subject to Section 14, all terms and conditions cyT this Master Agreement shall run with the Subject ProperS,, and shall be binding upon the successors and assigns of the Developer and the City. 16.5 WAIVER. An), part3, hereto may extend the time for the performance of an3, of the obligations of another, waive an3, inaccuracies in representations by another contained in this Master AgTeement which inaccuracies would otherwise constitute a breach of this Master A~eement, waive compliance by another with any of the covenants contained in this Master A~eement and performance of any obligations by the other or waive the fulfillment of any condition that is precedent to the performance by the party so waiving of an3' of its obligations under this Master Agreement. Any a~eement on the part of an3, part3, for an3, such extension or waiver must be in writing. No waiver of any of the provisions of this Master Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. 16.6 DURATION OF DEVELOPER'S OBLIGATIONS. The Developer's obligations with respect to the Developer Public Improvements shall cease upon the completion thereof and acceptance by the City. 16.7 GOVERNING LAW. This Master Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 16.8 COUNTERPARTS. This Master A~eement ma5, be executed in an5, number of counterparts, each of which shall be deemed an mhginal but all of which shall constitute one and the sane instrmnent. 16.9 HEADINGS. The subject headings of the Sections of this Master A~eement are included for purposes of convenierice only, and shall not affect the construction or interpretation of any of its provisions. 16.10 ACCESS. The Developer hereby ~ants to the City, its agents, employees, officers and contractors a license to enter the Subject Property to per£orm the City's obligations with respect to the City Public Improvements and to inspect the Developer Public Improvements. 16.11 LIMITATION ON DEVELOPER'S CONSTRUCTION OBLIGATIONS. Notwithstanding anything contained in this Master A.~eement to the contrary, the only obligations of Ramsey Town Center. L.L.C. with respect to the actual construction of the RTC Prqject are to (i) construct the Developer Public Improvements described in Articles 10 and 11; (ii) provide the security required by this Master Ageement with respect to the Developer Public Improvements; and (iii) use its best efforts to enter into a~eements with Secondau Developers reasonably acceptable to the City to construct the portions of the RTC Project within the Phases. 16.12 PROPRIETARY RJGHTS. The City ac-knowledges that Rams%, Town Centex-, L.L.C. has and will invest significant amounts in the preparation of plans, surveys, drawings and other information relating to the proposed RTC Project (collectively the "Information"). The City a~ees that Ramsey Town Center, L.L.C. is the sole owner of any Information the Developer prepares or pays a third party to prepare and has the sole right to sell such Infon~nation to third parties. Notwithstanding the foregoing, the Developer'a~ees that from and after the date 1555730.red V8 tp V6; 8/29/03 44