Agenda - Council - 11/12/2013 - Laserfiche WebLink

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City in the approval of the Site Plan and Plat after the Effective Date that are reimbursable under the Development Contract shall be the responsibility of Assignee, except for the inspection fees which are the responsibility of Ramdance. 13. Notice. Any notice to be given to Secondary Developer under the Development Contract shall need to be given to both Ramdance and Assignee in the manner and at the address provided for in the Development Contract. Assignee's address for notice purposes shall be: Sophia -Ramsey LLC Attn. Patrick Hart 12300 Singletree Lane, Suite 200 Eden Prairie, MN 55344 Facsimile No. (952) 974-9300 14. Ratification of Development Contract. Ramdance, Assignee and the City hereby acknowledge and agree that the Development Contract is valid and in full force and effect and that Ramdance is not in default under any terms of the Development Contract for which notice of default has been given by the City to Ramdance. Ramdance and the City have no offsets, claims or defenses against the other with respect to the Development Contract. 15. Further Assignment. Any further assignment of Secondary Developer's interest under the Development Contract shall be in accordance with the Development Contract and any consent by the City to this Assignment shall not be deemed to waive City's right to consent to any further assignment of Secondary Developer's interest as set forth in the Development Contract. 16. Binding Effect. This Assignment shall be binding upon and inure to the benefit of Ramdance and Assignee and their respective successors and assigns. 17. Counterparts. This Assignment may be executed separately and independently in any number of counterparts and each and all of which together shall be deemed to have been executed simultaneously and regarded as one agreement dated the Effective Date. 18. Facsimile Copies. A facsimile signature on a facsimile copy of this Assignment shall have the same force and effect as an original and shall bind a party to the terms and conditions hereof. All parties shall execute up to four originals of the Assignment signed by facsimile. 19. Conditions Precedent. This Assignment is conditioned upon the execution by the City of the attached written consent to this Assignment. This Assignment shall not be valid or of any force and effect until such written consent is provided by the City. Upon execution by the City of such written consent, this condition shall be automatically satisfied without further action on the part of any party and this Assignment shall be valid and in full force and effect. signature pages to follow 4