03-12-07 Item 8A, Preliminary Development Agreement for TCAAP

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NOW, THEREFORE, in consideration of the covenants and obligations of the parties hereto, the City and the Developer hereby agree as follows: Section 1. Preliminary Nature of Agreement. The City and the Developer agree that this Agreement is intended to be preliminary in nature. Before the City and the Developer can make a decision on whether to proceed with the implementation of the Developer's development proposal for the Development Property, it will be necessary to assemble and consider information relative to the design, financial feasibility and other aspects of redevelopment of the Development Property. The purpose of this Agreement is to allow the Developer an opportunity to assemble such necessary information, and to negotiate with the City concerning the execution of an MDA which, if executed, will set forth the rights and responsibilities of the City and the Developer with respect to the Development Property. Section 2. Present Intent of Parties. It is the intention of the parties that this Agreement documents their present understanding and commitments, and that the parties will proceed to use their best efforts to negotiate a mutually satisfactory MDA, which MDA will (i) include conveyance of the Development Property to the Developer pursuant to all terms of the OTP and MDA, and (ii) will require fulfillment of the following conditions to the mutual satisfaction of the parties: (a) the Developer demonstrates the market feasibility of the Development; (b) the Developer demonstrates the ability to undertake the Development in a manner consistent with the general land uses described in the Framework Vision; (c) the Developer demonstrates that projected sources of financing for the Development will be available to the Developer, and that if Developer requests financial assistance from the City, such assistance is necessary to make Developer's redevelopment proposal financially feasible and is consistent with the Public Financing Policy and taking into account the unique needs of the Development; (d) if the City agrees to provide any financial assistance, the Developer and the City are able to reach agreement on the Developer's provision of security adequate to reasonably justify the City's investment; (e) remediation of the Development Property as set forth in the Remedial Action Plan approved by the MPCA in accordance with the Response Action Agreement; and (f) the Developer and the City are able to reach agreement on the type and amount of environmental and general liability insurance that the Developer will provide on the Development Property to protect the interests of the City. The MDA (together with any other agreements entered into between the parties hereto or contemporaneously therewith) when executed will supersede all obligations of the parties hereunder. 3