Agenda - Council - 11/14/2017 - Laserfiche WebLink

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Purchaser for failing to require Seller to post security or for permitting any security to lapse d. The City agrees to use reasonable efforts to provide to Purchaser, 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 Purchaser 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 shail not prejudice the effectiveness of any action taken at any such meetings. e The City hereby consents to the conveyance of the Property from Seller to Purchaser f. The City acknowledges and agrees that, except as specifically amended herein and as descnbed in this Section 4(f), 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 Seller or the City under the Master Development Agreement. Notwithstanding the terms of Section 101 of the Master Development Agreement, the City has allowed the Developer to commence the first phase of the mass grading and storm water management system constnmction without requinng the Developer to submit a letter of credit in an amount equal to 125% of the full cost of the mass grading for the Subject Property and 125% of the cost of the storm water management system which is a part of the first phase. Instead, the City has allowed the Developer to commence specified mass grading and storm water management system construction based on a letter of credit m a amount the City deems sufficient to secure the Developer's performance of the specified activities. 5 Option Contract, The Option Contract sets forth the nghts and obligations of Seller and Purchaser with respect to each other. In the event of any ambiguity or contradiction between the terms of this Agreement and the Option Contract, the terms of the Option Contract shall control This Section 5 shall not be binding upon the City 6 Miscellaneous Provisions a The terrns, 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. b. The paragraph headings used in this Agreement are for convenience purposes only, and shall not be used in the interpretation of this Agreement. c Failure of a party to insist in any one or more instances upon the performance of any of the covenants, agreements, andler conditions of this Agreement, or to exercise any right or privilege herein conferred shall not be construed as a waiver of any such covenant or condition 1593168v2 7