Agmt 2008 Cal Coast Development LLC

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in good faith. City shall exercise such right by delivering not less than ten (10) business days’ advance written notice to Developer describing the nature of Developer’s default and the termination date. If Developer does not commence to cure the default and resume negotiations in good faith within such ten (10) business day period, City may terminate this Agreement effective as of the termination date stated in the notice. In the event of termination by the City pursuant to this Section 5.2, the City shall have the right to retain the balance of the Deposit, and subject to Section 5.4, neither Party shall have any further rights against or liability to the other under this Agreement. 5.3 Termination by Developer. Developer shall have the right to terminate this Agreement upon Developer’s good faith determination that City is not negotiating diligently and in good faith. Developer shall exercise such right by delivering not less than ten (10) business days’ advance written notice to City describing the nature of City’s default and the termination date. If City does not commence to cure the default and resume negotiations in good faith within such ten (10) business day period, Developer may terminate this Agreement effective as of the termination date stated in the notice. In addition, Developer shall have the right to terminate this Agreement, effective upon ten (10) days’ written notice to City, if Developer determines, in the exercise of Developer’s sole discretion, that the results of Developer’s investigation of the Site are unsatisfactory with respect to Developer’s desired development activities or if Developer is unable to obtain other necessary approvals, rights or interests. In the event of termination by the Developer pursuant to this Section 5.3, City shall return the balance of the Deposit to Developer, and subject to Section 5.4, neither Party shall have any further rights against or liability to the other under this Agreement. 5.4 Effect of Termination. Upon the expiration of the Term as such may be extended, or upon the earlier termination of this Agreement without the Parties having successfully negotiated an agreement regarding development of the Site, this Agreement shall forthwith be void, and there shall be no further liability or obligation on the part of either of the Parties or their respective officers, employees, agents or other representatives; provided however, the provisions of Section 8.1 (Studies), Section 8.2 (Access; Indemnity), Section 18 (Confidentiality), and Section 22 (Indemnification) shall survive such termination. In no event shall either Party have the right to seek an award of damages as a result of the termination of this Agreement. 6. Description of the Project; Compliance with CEQA. The Parties acknowledge that the Project description set forth in this Agreement is preliminary in nature and shall be described in further detail in the subsequent agreement to be negotiated during the Term. The Project may include a hotel, restaurant, additional amenities and additional uses that may include a conference center, office space, retail and residential development. The residential component, if any, will comply with all applicable state and local requirements and regulations regarding inclusionary/affordable units. The Parties acknowledge that development of the Site for the Project will require the grant of discretionary land use entitlements subject to the City’s normal review and approval process, that the Project must comply with CEQA, and that nothing in this Agreement is intended to or shall be interpreted as the grant of any approvals for development of the Project or the Site, or the modification or waiver of any City procedures or requirements. 4 1145383-7