10A Action 2008 0204 - Laserfiche WebLink

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The negotiations as described herein will commence after mutual execution of this Agreement and shall continue while the Parties exchange information and while the Parties undertake preliminary planning and feasibility analysis of the proposed development. Except as otherwise set forth herein, including without limitation Section 1.3 below, if the terms of a mutually satisfactory agreement for the sale, exchange or lease of the Property have not been negotiated by the Developer and BART prior to expiration of the Negotiation Period, or if BART's governing body declines to authorize any ancillary agreement contemplated herein for any reason prior to expiration of the Negotiation Period, then, without further action, this Agreement shall automatically terminate upon expiration of the Negotiation Period, and BART and the Developer shall have no further rights or obligations to each other. The City and the Redevelopment Agency shall have no right to terminate this Agreement. L2 Exclusive Negotiations. BART shall not negotiate development of any portion of the Property owned by BART with any other person or entity prior to the termination of this Agreement. 1.3 Length of Negotiation Period. Unless extended by mutual agreement, or as otherwise provided herein, the period for negotiations of a sale, exchange or a ground lease as necessary to facilitate the development of such project shall be eighteen (18) months, commencing on the Effective Date and terminating on the first day of the nineteenth (19th) month thereafter (the "Negotiations Period"); provided, however, that the Negotiation Period may be terminated earlier pursuant to the termination provisions of this Agreement. Upon mutual agreement of the Parties ,the Negotiation Period maybe extended for an additional eighteen (18) months to (a) complete the transactions contemplated by this Agreement, including, without limitation, to allow additional time for the Parties to complete all performance tasks under this Agreement, (b) complete and certify any required environmental review required by the City for future development applications in conjunction with a development application for any of the BART properties; (c) enable the Developer to secure entitlements from the City or (d) enable approval to be obtained by BART's governing body of any proposed sale, exchange or ground lease. 2. EXCLUSIVITY NEGOTIATION CONSIDERATION. In consideration for BART entering into this Agreement, the Developer shall deliver to BART a check in favor of BART in the amount of Twenty Five Thousand Dollars ($25,000) (the "Payment") within thirty (30) business days after the Effective Date, such amount to be used for the purposes set forth herein. The Payment will be used by BART to compensate for costs directly related to the project contemplated herein and incurred by BART, including negotiating and preparing any separate agreements contemplated herein, costs of insurance policies, outside legal counsel, engineering, consultants, project management, services in furtherance of land acquisition, and other such project-related costs as may be reasonably required by BART. BART hereby agrees that the Payment shall not be used for any general fund purposes or for costs and expenses not directly related to the project contemplated herein. Following disbursement of the Payment, BART shall furnish the Developer with a statement certified by a responsible BART employee with respect SANF] X382607.1 3n~ts-z9 3