12-0402023 JDA Agenda Packet - Laserfiche WebLink

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time-to-time ("TCAAP Guiding Plan")', which shall guide density, location, and timing of components of the redevelopment on the California Parcel, and the TCAAP Redevelopment Code ("the TRC"), as amended; Eighth: The County is not a Party to this Agreement, but consistent with its obligations under the JPA and the JDA developer selection process, has agreed to cooperate fully with Developer in ensuring all necessary access by Developer to the California Parcel for site investigations, subject to any reasonable subsequent agreement required by County. Further,the Developer and the County will attempt in good faith to negotiate the terms of a purchase agreement (the "Purchase Agreement"), which will provide the terms and conditions necessary for the County to convey the TCAAP Site to the Developer or its assigns consistent with the Final Development Agreement defined below. The conveyance of the TCAAP Site is solely within the discretion of the County following all legally required proceedings; Ninth: The JDA and the Developer have executed this Agreement to documenttheir understanding with respect to the proposed Project. AGREEMENT NOW, THEREFORE, in consideration of the promises and mutual obligations of the Parties contained herein,each of them does hereby represent,covenant,and agree with the other as follows: 1. Statement oflntent. It is the intention of the Parties that during the term of this Agreement, on or before June 30, 2025, the Developer and the JDA will attempt in good faith to negotiate the terms of a Final Development Agreement for private development of the California Parcel (the "Development Agreement") which will provide the nature and timing of the public infrastructure and private improvements to be constructed on the California Parcel and which, when executed, will supersede this Agreement and all obligations of the Parties hereunder. The Development Agreement will contain such additional terms as either Party believes are necessary for the transaction. To that end, it is the intention of the Parties to work in good faith to agree on a high-level term sheet of key elements for a definitive Development Agreement for the California Parcel Project within 90 days following the execution of this Agreement. 2. Undertaking by Developer. During the term of this Agreement,the Developer will cooperate with the JDA(and the County)to accomplish the activities described in paragraph 1 required to be performed by the Developer and agrees to utilize commercially reasonable efforts to undertake and analyze the potential and feasibility of the Project and all the activities described in paragraph 1 required to be performed by ' The TCAAP/Rice Creek Commons redevelopment is guided by a network of documents and official legal controls through the county's years-long partnership with the city of Arden Hills,including but not limited to a set of documents referred to as the"TCAAP Master Plan." Acknowledging its historical connection with slavery,the term "master"has been identified for replacement with more accurate terms. As such,this Agreement will use the term TCAAP Guiding Plan or"Guiding Plan"when referring to the official TCAAP Master Plan. 2 37