10B Action 2012 0402 - Laserfiche WebLink

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I . Good Faith Efforts to Negotiate The Parties shall use their best efforts to successfully negotiate an agreement that will describe the terms and conditions governing development of the Project on, and the ground lease of, the Site. The Parties shall diligently and in good faith pursue such negotiations. Furthermore, the Parties shall use their best efforts to obtain any third -parry consent, authorization, approval, or exemption required in connection with the transactions contemplated hereby. This Agreement does not impose a binding obligation on City to convey any portion of or interest in the Site to Developer, nor does it obligate City to grant any approvals or authorizations required for the Project; however, as part of the foregoing negotiations, the City agrees to diligently work on the processing of entitlements sought by Developer for the Project. Without limiting the generality of the foregoing, Developer expressly acknowledges that any agreement resulting from the negotiations contemplated hereby shall become effective only if the agreement is approved by the City Council following compliance with all applicable notice and hearing requirements and compliance with all other requirements of law, including without limitation the California Environmental Quality Act ( "CEQA "). 2. Developer's Exclusive Right to Negotiate With City City agrees that it will not, during the term of this Agreement, directly or indirectly, through any officer, employee, agent, or otherwise, solicit, initiate or encourage the submission of bids, offers or proposals by any person or entity with respect to the acquisition of any interest in the Site or the development of the Site, and City shall not engage any broker, financial adviser or consultant to initiate or encourage proposals or offers from other parties with respect to the disposition or development of the Site or any portion thereof. Furthermore, City shall not, directly or indirectly, through any officer, employee, agent or otherwise, engage in negotiations concerning any such transaction with, or provide information to, any person other than Developer and its representatives with a view to engaging, or preparing to engage, that person with respect to the disposition or development of the Site or any portion thereof. 3. Term The term of this Agreement ( "Term ") shall commence on the Effective Date, and shall terminate three (3) years thereafter, unless extended or earlier terminated as provided herein. The Term maybe extended twice for additional periods of eighteen (18) months each, up to an aggregate maximum extension of three (3) additional years, upon the mutual written agreement of Developer and City acting through and in the discretion of its City Manager. 4. Deposit In recognition of the expenses incurred to date by the Developer, a deposit is not required in connection with this Agreement. 5. Termination 5.1 Termination by Mutual Agreement This Agreement may be terminated at any time by the mutual written consent of the Parties. In the event of such termination and subject to Section 5.4 neither Parry shall have any further rights against or liability to the other under this Agreement. 5.2 Termination by City for Cause City shall have the right to terminate this Agreement upon City's good faith determination that Developer is not negotiating diligently and 1741070.3 3