Agenda - Council - 11/21/2006 - Special

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or part of the projected shortfall. .\lthough the City is willing to continue to discuss possible strategies for reducing or eliminating the projected shortfall, Muir ackno'Nledges and agrees that the City has not represented to Muir that the City will provide Tax Increment Financing, Tax ...^...batements or any other public subsidy, and that the City is under no obligation to do so. The City acknowledges and agrees that Muir has advised the City that absent a mutually acceptable means of eliminating the projected funding shortfall Muir may not be willing to execute a Development .\greemont with the City. If the City and Muir ha'le not reached a mutually acceptable agreement as to the nature and extent, if any, of the City's use of tax increment financing, tax abatements or other City funding sources to subsidize all or a part of the projected shortfall on or before .\ugust 31, 2006, either party may terminate this .^...greement by written notice to the other party. 7. 9-:--Miscellaneous. 7.1 9-d--Default and Attorney's Fees. If the City defaults in the performance of its obligations under Section 4 of this Agreement, Muir may commence an action in Anoka County District Court seeking a court order enjoining the City's breach of said Section 4, and if Muir prevails in any such action, Muir shall be entitled to recover from the City its reasonable attorneys' fees and costs. If Muir defaults in the performance of its obligations under Section 7, the City shall be entitled to refuse to accept or act upon any applications associated with the development of the Property and may terminate this Agreement upon ten days written notice to Muir. 7.2 ~Execution and Counterparts. The City and Muir may execute separate counterparts of this Agreement and, in that case, this Agreement shall be deemed to be fully executed upon the parties' exchange of counterpart signature pages. 7.3 ~Complete Agreement. This Agreement reflects the entire agreement between the City and Muir regarding the development of the Development Property and any prior written or oral agreement where understandings are merged herewith. If the City and Muir enter into a Development Agreement as contemplated in Section 5, the terms of this Agreement shall merge with the terms of the Development Agreement and, in the event of a conflict between the terms of this Agreement and the terms of the Development Agreement, the terms of the Development Agreement shall control. 7.4 9A-Binding Nature of Agreement. Except for the obligations of the City under Section 4, Muir's obligations under Section 7 and the provisions of Sections 9.1 through 9.4, this Agreement is not intended to create binding contractual obligations between the City and Muir and neither the City nor Muir shall have any binding contractual obligations under Sections 5, 6, or 8 of this Agreement unless and until those obligations are set forth in a Development Agreement or other agreement executed by the City and Muir. 1966223vRed; 1966223vl to 1919544v4; 11/16/06 9