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

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residential lots included within the Property, the City's requirements may include, without limitation, an obligation for Purchaser to (i) final grade the residential lots as required by the Final Plans; (ii) install utilities from the point Seller is required to stub the utilities pursuant to the Purchase Agreement to the point the utilities connect to the residential unit on each such residential lot; (iii) pave driveways and any sidewalks within each such residential lot, and; (iv) landscape each such residential lot. 3. Seller's Rights and Obligations under the Master Development Agreement. Except to the extent provided otherwise in Section 2 above, Seller shall have all rights and obligations of the Developer under the Master Development Agreement with respect to the Property. Without limiting the generality of the foregoing, Seller agrees as follows with respect to the Property: a. Any payments or obligations to the City arising under the Master Development Agreement or any Secondary Development Agreement relating to the Property are the sole responsibility of Seller, except to the extent Purchaser has expressly assumed such payments or other obligations in writing, including, without limitation, in the Purchase Agreement. b. Seller agrees to mass grade all of the residential lots that Purchaser elects to purchase in accordance with the mass grading plan Seller has submitted to the City. This Section 3 is an agreement between Seller and Purchaser, and is not binding on the City. 4. City Consent. The City hereby consents to the conveyance of the Property from Seller to Purchaser, 5. Purchase Agreement. The Purchase Agreement sets forth the rights 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 Purchase Agreement, the terms of the Purchase Agreement shall control. This Section 5 shall not be binding upon the City. 6. Miscellaneous Provisions. a. 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, end 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 ofa party to insist in any one or more instances upon the performance of any of the covenants, agreements, and/or 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. d. This Agreement cannot be varied except by written agreement executed by Seller, Purchaser and the City. 3 12111 s213v2 820716