Agenda - Council - 11/09/2004 - Laserfiche WebLink

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Agreement") H. As part of the development of the Property, the Secondary Developer and the City shall also enter into one or more development contracts specifically related to the _development of the Property ("Development Contract"). NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Definitions. Except as otherwise provided in this Agreement, the terms defined in the Master Development Agreement shall have the same meaning when used in this Agreement. 2. Master Development Agreement. Secondary Developer acknowledges and agrees that the Property remains subject to the Master Development Agreement. Except to the extent expressly set forth to the contrary in this Agreement: (a) Master Developer shall remain liable for the performance of all of the Developer's obligations under the Master Development Agreement; (b) the City shall remain liable to Master Developer for the performance of all of the City's obligations under the Master Development Agreement; (c) Secondary Developer shall not be liable to the City for the performance -of the Developer's obligations under the Master Development Agreement; and (d) the City shall not be liable to Secondary Developer for the performance of the City's obligations under the Master Development Agreement. All conditions set forth in Section 4.2 of the Master Development Agreement have been met to the satisfaction of the City or waived by the City and the City no longer has a right to terminate the Master Development Agreement under this section. The City represents that there is no default by Master Developer of any term or condition of the Master Development Agreement for which the City has provided Formal Notice under Section 15.1 of the Master Development Agreement and Secondary Developer shall not be responsible for any default of Master Developer under the Master Development Agreement whether now existing or occurring in the future. The City acknowledges and agrees that, except as specifically amended herein, the Master Development Agreement is in.. full force and effect and has not been modified or amended, and there are no defaults under the Master Development Agreement or facts or circumstances which with the passing of time or giving of notice would constitute a default on the part of either Master Developer or the City under the Master Development Agreement. To the extent that any provisions of this Agreement are inconsistent with or contrary to the provisions of the Master Development Agreement, the provisions of this Agreement shall control. 3. Agreement Relates to Acquired Property Only. Any rights granted to the Secondary Developer under this Agreement and any obligations that this Agreement imposes upon Secondary Developer relate only to the portions of the Property actually acquired by the Secondary Developer. In the event that Secondary Developer does not acquire any portion of the Property, Secondary Developer shall acquire no rights and assume no obligations under this Agreement or the Master Development Agreement. 2