11-13-2002 Council Agenda - Laserfiche WebLink

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execution and delivery to the GityEDA of this Agreement and the Purchase Agreement, and upon such execution and delivery, this Agreement and the Purchase Agreement will constitute the legal, valid and binding obligation of the Developer, enforceable against the Developer in accordance with their terms. (e) The Developer's execution and delivery of this Agreement and the Purchase Agreement and performance of its obligations under this Agreement and the Purchase Agreement does not require the consent, approval, order or authorization or registration, declaration or filing with any governmental authority or any other individual or entity. (f) Neither the Developer's execution and delivery of this Agreement or the Purchase Agreement; the consummation of the transactions in this Agreement and the Purchase Agreement contemplate; nor the Developer's fulfillment of or compliance with the terms and conditions of this Agreement and the Purchase Agreement is prevented, limited by, or conflicts with or results in a breach of the terms, conditions or provisions of Developer's organization documents or any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party, or by which the Developer is bound, or constitutes a default under any of the foregoing. (g) The Developer would not undertake the Project but for the assistance provided by the GityEDA pursuant to this Agreement. 4.3. Opinion of Developer's Counsel. Contemporaneously with Developer's execution of this Agreement, Developer must deliver an opinion of Developer's counsel to the GityEDA in substantially the form attached as Exhibit C. 5. PURCHASE AND SALE OF THE DEVELOPMENT PROPERTY. Contemporaneously with the execution of this Agreement, the GityEDA and the Developer are executing a Purchase Agreement describing the terms and conditions upon which the GityEDA will convey the Development Property to the Developer and the Developer will purchase the Development Property from the GityEDA. If the GityEDA terminates the Purchase Agreement pursuant to Section 19(a) of the Purchase Agreement, this Agreement automatically terminates. If the Developer terminates the Purchase Agreement pursuant to Section 15, 17 or 19(b)(i) of the Purchase Agreement this Agreement automatically terminates. 6. CONSTRUCTION OF THE MINIMUM IMPROVEMENTS. 6.1. Construction Plans. The Developer has submitted Construction Plans to the CftyEDA and thy; GityEDA has approved the Construction Plans. The CityEDA's approval of Construction Plans pursuant to this Section 6.1 constitutes approval for the purposes of this Agreement only. The GityEDA's review and approval or disapproval of the Construction Plans pursuant to this Agreement is not intended to and does not satisfy any requirements of the City's ordinances or regulations and is not intended as a substitute for any plan review provided for therein. The GityEDA's approval of the Construction Plans does not relieve the Developer of any obligation to comply with the 1428086vdne Red (VS to V7) -7-