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

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or termination under the OTP (the "CDR Developer Notice"). Within three (3) business days after receipt of the CDR Developer Notice, the City shall either pay the Developer Earnest Money to the Developer by wire transfer of funds to such account designated by Developer or forward to GSA and others as required by the OTP the City's notice of rescission or termination of the OTP for the reasons stated in the COR Developer Notice, and such rescission or termination shall be effective as of three (3) business days after the City's receipt of the CDR Developer Notice. (v) Notwithstanding anything to the contrary in this Agreement, at any time after receipt of an Initial Developer Notice under this Section I O(b), the City may in its sole discretion negotiate with: (I) the Developer to avoid the Second Developer Notice being sent; (2) the GSA regarding extensions to the OTP; (3) any other party regarding the acquisition and redevelopment of the Development Property; or (4) any combination thereof (c) In the event (i) of rescission or termination of the OTP initiated by either the City or Developer under paragraphs (a) or (b) of this Section 10, (ii) of rescission or termination of the OTP by GSA under the terms of the OTP, including but not limited to Section 5(d) thereof; or (iii) the City is otherwise entitled to receive or does receive a refund of all or any portion of the earnest money from the GSA pursuant to the terms of the OTP, then the Developer is entitled to such refund of all or any portion of the earnest money. In the event the City receives a refund of all or any portion of the earnest money from the GSA, regardless of the circumstances, the City agrees to promptly remit such refund after its receipt to Developer without interest. If the City fails to wire transfer the earnest money which it receives from the GSA to the Developer at an account designated by the Developer within five (5) business days following the City's receipt of such earnest money from the GSA, then the City shall reimburse the Developer for all of its out-of- pocket costs incurred in collecting the earnest money, including reasonable attorneys fees. (d) If any of the events described in Section I O( c) occur, the City shall collect all earnest money due to the City pursuant to the terms of the OTP, subject to the following (i) the Developer shall decide what actions shall be taken to collect the earnest money, (ii) the City shall retain the attorneys and consultants requested by Developer to collect the earnest money, (iii) the Developer shall participate in all aspects of such actions to collect the earnest money, (iv) no resolution of any dispute with regard to the earnest money shall be agreed upon without the written consent of the Developer, (v) upon the City's collection of any earnest money paid under the OTP, such earnest money shall be promptly paid to the Developer as provided in Section 100c) and (vi) the City shall fully cooperate with the Developer in pursuing the collection of the earnest money. Developer shall pay all of the out-of-pocket expenses incurred by the City in taking actions to collect the earnest money, so long as such actions are pursuant to the written direction of the Developer. If, after the best efforts of both the City and Developer as described in this Agreement, the City is unable to collect all the earnest money from GSA, the Developer will have no recourse to collect any of the earnest money from the City. (e) The City may, or upon Developer's written request, it shall request that the GSA consent to the assignment by the City to the Developer of all of the City's right, title and interest in and to the earnest money, including the right to collect the earnest money, all pursuant to the tenns and conditions of the OTP. If the GSA consents to such assignment, then from and after the duly 12