Agmt 2012 Cal-Coast Companies LLC

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in good faith or not seeking entitlements for the Project. 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. Developer shall have ten (10) business days from date of receipt of notice to resume negotiations. 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, 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 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 9.1 (Studies), Section 9.2 (Access; Indemnity), Section 18 (Expenses) , Section 19 (Confidentiality), and Section 22.2 (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. The Conceptual Master Plan, attached hereto as Exhibit B, describes the following elements which would be developed in phases as detailed below: Phase 1 — • 200 -225 room conference hotel with a 15,000- 20,000 square feet conference center, outdoor pool and spa; • An approximately 6,000 square foot quality full- service restaurant; • An approximately 4,000 square foot full -serve restaurant; • Between 50,000 and 250,000 square feet of office with ground floor retail along Monarch Bay Drive and a Parking Structure; • Up to 46 two — three story residential units with a ground floor commercial component along Monarch Bay Drive; 1741070.3 4 •