11-28-2022 EDA - Laserfiche WebLink

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11.23.2022 5 MU205\59\835592.v10 Developer shall be solely responsible for all costs incurred by Developer. In addition, upon the full execution of this Agreement the Developer has paid the EDA an initial non-refundable sum of $10,000.00 as 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 $10,000.00 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 or contracts for said Development. In addition, Developer shall deposit $5,000 to pay fees incurred by the City or the EDA for bond counsel services to the extent such expenses are not paid from the proceeds of bonds issued by the City. 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 or City’s fees and expenses listed above, the EDA may notify the Developer in writing as to any additional amount required to be deposited. The Developer must deposit such additional funds within 10 business days after receipt of the EDA’s notice. Any additional funds beyond the initial non-refundable $10,000.00 deposited by Developer and not expended by the EDA for its Administrative Costs will be returned to the Developer on the Closing Date. Any public subsidies applied for by the Developer will require separate application fees and deposits from the fees stated in this Agreement as it pertains to the appropriate public subsidy application. Up to an additional $30,000.00 subsequent deposit will need to be made at the time application is made with the EDA and City for public subsidies, particularly when Developer and the City and EDA agree to move forward with creation of the TIF district for the Property. 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 if Developer ceases to negotiate in good faith with the EDA, and such failure to negotiate in good faith is not cured after 30 days written notice of such failure by EDA to Developer. 9. Sole Developer. The Developer is designated as sole developer and shall have exclusive rights of the Development of the Property through the entire term of this Agreement (the “Term”), with the following tentative Development milestone dates: finance closing to occur by July 7, 2023,