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

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the satisfaction of the City, Master Developer agrees that the City may and the City agrees that the City shall draw on the Property Security to the extent necessary to immediately reimburse Secondary Developer for all reasonable costs and expenses incurred by Secondary Developer in completing the cure, provided Secondary Developer delivers to the City paid invoices, lien waivers and other evidence reasonably requested by the City to justify Secondary Developer's claim for reimbursement. Master Developer and Secondary Developer acknowledge and agree that the City will need to exercise judgment in determining any amount of reimbursement to be, made to Secondary Developer. Accordingly, Master Developer and Secondary Developer agree that the City's determination of the amount of reimbursement to be made to Secondary Developer shall be final and binding on Master Developer and Secondary Developer. (d) The City agrees to use reasonable efforts to provide to Secondary Developer, by facsimile and by U.S. mail, written notice of all meeting time, dates, locations and agendas of the Ramsey Town Center Review Board, and Secondary Developer shall be entitled to attend and participate in all such Review Board meetings; provided, however, the City shall have no liability for failure to provide such notice and the failure to provide such notice shall not prejudice the effectiveness of any action taken at any such meetings. (e) The City hereby consents to the conveyance of the Property from Master Developer to Secondary Developer in accordance with the Purchase Agreement. (f) No terms or provisions of the Master Development Agreement shall be amended or terminated that materially or adversely affect the Secondary Developer or the Property without the consent of the Secondary Developer. 19. Purchase Agreement. The Purchase Agreement sets forth the rights and obligations of Master Developer and Secondary Developer with respect to each other. In the event of any ambiguity or contradiction between the terms of this Agreement and the Purchase Agreement, the terms of the Purchase Agreement shall control. This Section shall not be binding upon the City. All of the terms of this Agreement shall survive and be enforceable after the closing and delivery of the deed under the Purchase Agreement. 20. Miscellaneous Provisions. The terms, provisions, covenants, and agreements contained in this Agreement shall apply to, be binding upon, and inure to the benefit of, the parties hereto and their respective legal representatives, successors, -and assigns. Secondary Developer may assign its rights under this Agreement. Any such assignment shall relieve and discharge the assignor Secondary Developer from all obligations, responsibilities and liabilities of Secondary Developer under this Agreement (except for any defaults existing under this Agreement at the time of such assignment) provided that the assignee Secondary Developer assumes all such all obligations, responsibilities and liabilities of Secondary Developer under this Agreement. The paragraph headings used in this Agreement are for convenience purposes only, and shall not be used in the interpretation of this Agreement. Failure of a party to insist in any one or more instances upon the performance of any of the covenants, agreements, and/or 13