12-0402023 JDA Agenda Packet - Laserfiche WebLink

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the Developer, subject to the JDA's performance. 3. JDA's Undertakingand nd Agreement. (a) The JDA agrees to cooperate with the Developer in the Developer's undertakings, agrees to utilize commercially reasonable efforts, subject to the Developer's performance, to accomplish the activities described in paragraphs 1 and 2 above. (b) The JDA further agrees that during the term of this Agreement,the JDA will not provide or enter into any other agreement with any other Party for development of the California Parcel. It is the intention of this provision that, during the term of this Agreement, the Developer shall have the exclusive right to negotiate the development of the California Parcel with the JDA. 4. Term. This Agreement is effective from the date hereof through June 30, 2025, unless extended by the Parties; provided, in the event either Party, after consultation with the other Party, determines in good faith that the Parties have not reached substantial agreement as to the terms ofthe Development Agreement by October 31,2024 or the Developer determines,in good faith,by October 31,2024 that the Project is not feasible,such determining Party mayterminate this Agreement upon 30 days'written notice to the other;provided however, that the parties will continue negotiation during the 30 day period and if no agreement has been reached by the end of the 30 day period,the termination shall be effective as of such 30th day. The Parties each waive any claim or cause of action that they may have against the other Party based upon the termination of this Agreement by such other Party. The Parties may, by mutual written agreement, extend this Agreement for such further periods as determined to be appropriate from time to time. 6 Developer Assient of Rights. The Developer shall not assign or transfer its rights under this Agreement in full or in part without the prior written consent of the JDA. 7. Miscellaneous. (a) This Agreement constitutes the entire agreement between the Parties relative to these preliminary terms relating to the proposed Project. Unless specifically described herein, no obligation shall be inferred or construed. (b) Redevelopment of the California Parcel will be in accordance with the Development Agreement, the Purchase Agreement, or other agreements which the Parties shall, in good faith,attempt to negotiate during the term of this Agreement. (c) The Developer understands that further and separate action, for which no obligation is created hereunder, will be required before the JDA, the County or the Developer is obligated to take various actions with respect to the Project. (d) The Developer further understands that many of the actions which the JDA or the County may be called upon to take require the reasonable discretion and,in some instances,the legislative judgment of the JDA or the County, such actions may be made only following established procedures; and JDA and County may not, by agreement, agree in advance to any specific decision in such matters. (e) Notice or demand or other communication between or among the Parties shall be sufficiently 3 38