Agenda - Council Work Session - 09/02/2003

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[DRAFT] provided in Section 15.1 above shall permit the City to terminate the Master Agreement and repeal the RTC Ordinance: ~ (a) Failure by the Developer to convey to the City the City Hall Site, as required by Section 5.1; or (b) Failure by the Developer to convey the Park Land to the City, as required by Section ; or (c) Failure by the Developer to complete the Developer Public Improvements, but only to the extent the Developer is obligated to construct or install such improvements pursuant to the terms of this Master Agreement and provided the City has not elected to complete such Developer Public Improvements pursuant to Section 15. l(f) above. (d) Failure by the Developer to perform the obligation placed on it by Sections 3.3, 7.6, 7.7, 7.12, 7.13, 12.3, 12.4, 13.1, 13.2, 14, and 15.1(e)of this Master Agreement. Defaults (a) through (d) are the only defaults for which the remedies of this Section 15.3 are available to the City. 15.4 NO ADDITIONAL WAIVER ]2V~LIED BY ONE WAIVER. If any agreement contained in this Master Agreement is breached by the Developer and thereafter waived in writing by the City, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breaches hereunder. 15.5 EXCLUSIVE REMEDIES. The remedies set forth in Sections 15.1, 15.2 and 15.3 are exclusive. 15.6 EMERGENCY. If Developer's default creates an imminent threat to life, safety, or health of the public, the City, without affirmative duty to do so, may proceed irmnediately to cure the default and thereafter proceed pursuant to the provisions of Section ~ 15.7 AGREEMENT TO PAY ATTORNEYS' FEES AND EXPENSES. Whenever any default occurs and the City shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement or performance or observance of an5, obligation or agreement on the part of the Developer herein contained, the Developer agrees that it shall, on demand therefor, pay to the City the reasonable fees of such attorneys and such other expenses so incurred by the City, unless the Developer prevails in any proceeding related to such default, in which event the City agrees, on demand therefor, to pay to the Developer the reasonable fees of attorneys and other expenses incurred by the Developer. If the City defaults under this Master Agreement, the City shall, on demand therefor, pay to the Developer the reasonable attorneys' fees and other expenses related thereto incurred by the Developer, unless the City prevails in any proceeding related to such default, in which event the Developer agrees, on demand therefor, to pay to the City the reasonable fees of attorneys and other expenses incurred by the City.