Resolution 16-EDA-290 - Laserfiche WebLink

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FINAL APPROVED 1.25.16 reimbursement of its Administrative Costs (as defined below) for its evaluation of the Developer's proposal. For the purposes of this Agreement, the term "Administrative Costs" means out of pocket costs incurred by EDA together with staff and consultant (including engineering, legal, financial adviser, environmental advisor, planning advisor, etc.) costs of EDA, all attributable to or incurred in connection with the review of the development agreement or contracts (together with any other agreements entered into between the parties hereto contemporaneously therewith) and review and approvals of any land use, zoning and subdivision applications for the Property, the negotiation and preparation of this Agreement, and other documents and agreements in connection with the Development, excluding Studies that result in the Administrative Costs exceeding the initial $10,000 deposit, unless such excess costs are approved by the Developer as provided below. Developer acknowledges that the Developer's proposal will require review by and/or consultation with the EDA's financial advisors, engineers, legal advisors, and other advisors or consultants and staff. Additionally, the EDA may incur expenses of advisors, consultants and staff related to the preparation of the development agreement for said Development. If at any time after full execution and acceptance of this Agreement, the EDA determines that the amount deposited by Developer will be insufficient to pay the EDA's fees and expenses listed above, the EDA may notify the Developer in writing as to any additional amount required to be deposited,but such additional deposits shall be limited to $25,000 so that the overall cap for fee reimbursement of the EDA's Administrative Costs shall be $35,000. The Developer must deposit such additional funds within 10 business days after receipt of the EDA's notice. Any additional funds deposited by Developer and not expended by the EDA for its Administrative Costs will be returned to the Developer on the Closing Date. The foregoing funds will not be credited towards the purchase price or returned if the transaction does not close. This Section 7 shall survive termination of this Agreement and shall be binding on the Developer and the EDA regardless of the enforceability of any other provision of this Agreement. 8. Termination. This Agreement may be terminated upon fourteen (14) days written notice by EDA to Developer, or Developer to EDA, if: (a) An essential precondition to the execution of a contract cannot be met; or (b) if, in the respective sole discretion of EDA or Developer, an impasse has been reached in the negotiation or implementation of any material term or condition of this Agreement. 9. Sole Developer. Developer is designated as sole developer of the Development of the Property during the term of this Agreement. Except for the Phase 2 Development portion of the Property, the EDA agrees not to market the Property or to make, accept, negotiate, or otherwise pursue any other offers for sale or purchase of the Development portion of the Property until this Agreement expires or is terminated pursuant to Section 8 herein. 10. Severability. 5 469964v9 SIR MU205-46