5.4. ERMUSR 02-20-2007 - Laserfiche WebLink

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BROOKINGS-TWIN CITIES DEVELOPMENT PROJECT AGREEMENT If any section, paragraph, clause or provision of this Agreement shall be finally adjudicated by a court of competent jurisdiction to be invalid, the remainder of this Agreement shall be unaffected by such adjudication and all of the remaining provisions of this Agreement shall remain in full force and effect as though such section, paragraph, clause or provision or any part thereof so adjudicated to be invalid had not been included herein. However, the parties shall attempt to negotiate provisions that reasonably substitute for the invalid provision in order to place the parties in the position that they would have been had the stricken clause or provision not been found invalid. Section 1006. Assignment of Agreement. This Agreement shall inure to the benefit of, and shall be binding upon, the respective successors and assigns of the parties to this Agreement; provided, that neither this Agreement, nor any interest or rights conferred herein ,shall be assigned or transferred or sold by the Participant, including in connection with any sale, transfer or other disposition of Participant's system, except as provided herein, (a) without the written consent of CMMPA, (b) nor if in the opinion of counsel to CMMPA such assignment or transfer or sale would adversely affect the exemption from Federal Income Taxation of the interest on the Bonds. In the event of a proposed assignment, transfer, sale or other disposition of the Participant's system, the Participant shall provide timely notification to CMMPA, and CMMPA and the Participant will establish an agreeable schedule for CMMPA and its counsel to respectively address the requirements of part (a) and part (b) of the preceding sentence. No such assignment, transfer, sale or other disposition shall relieve the Participant of any obligation hereunder. Notwithstanding the foregoing provisions in this section of the Agreement, any assignment, transfer, sale or other disposition shall be consistent with CMMPA's rights pursuant to the CapX 2020 Development Agreement. The parties shall seek to reasonably facilitate transfers among Participants, to entities related to Participant, to other municipal entities and municipal power agencies and like entities. Section 1007. No Adverse Distinction. The terms, conditions and provisions of this Agreement shall apply to all Participants in the Development Project and CMMPA shall not make any unreasonable adverse distinction among Agency or Open Participants in the Development Project. Section 1008. Duly Authorized Signatories; Binding Effect of Execution. CMMPA as to its signatory and the Participant as to its signatory each hereby represents and warrants that the person executing this Agreement on its respective behalf is duly authorized to do so, and that, by such execution set forth on the following page of this Agreement, such party is herby duly and lawfully bound by this Agreement. Section 1009. Confidentiality of Information. To the extent that CMMPA provides confidential or proprietary information to the Participants in connection with the Development Project, then the use and treatment of C:1Documents and Settings\Bryan\Local SettingslTemporary Internet Files\OLK53\Cap X Brookings 2-12-07 26 clean.doc