Agenda - Economic Development Authority - 05/11/2023

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ARTICLE V DEVELOPER'S OPTION TO TERMINATE AGREEMENT Section 5.1. The Developer's Option to Terminate. (a) This Agreement may be terminated by the Developer, if (i) the Developer is in compliance with all material terms of this Agreement, including satisfaction of the requirements of Section 3.3, and no Event of Default has occurred; and (ii) the City fails to comply with any material term of this Agreement, and, after written notice by the Developer of such failure, the City has failed to cure such noncompliance within ninety (90) days of receipt of such notice, or, if such noncompliance cannot reasonably be cured by the City within ninety (90) days, of receipt of such notice, the City has not provided assurances, reasonably satisfactory to the Developer, that such noncompliance will be cured as soon as reasonably possible. (b) At any time upon ten (10) days written notice to the City, the Developer may elect to terminate this Agreement upon the Developer's repayment in full of all portions of the TIF Amount previously paid to the Developer by the City. Section 5.2. Action to Terminate. Termination of this Agreement pursuant to Section 5.1 must be accomplished by written notification by the Developer to the City within sixty (60) days after the date when such option to terminate may first be exercised. A failure by the Developer to terminate this Agreement within such period constitutes a waiver by the Developer of its rights to terminate this Agreement due to such occurrence or event. Section 5.3. Effect of Termination. If this Agreement is terminated pursuant to this Article V, this Agreement, including without limitation any representations or covenants made herein or obligations hereunder, shall be from such date forward null and void and of no further effect; provided, however, the termination of this Agreement shall not affect the rights of either party to institute any action, claim or demand for damages suffered as a result of breach or default of the terms of this Agreement by the other party in each case, or to recover amounts which had accrued and become due and payable prior to the date of such termination. Upon termination of this Agreement pursuant to this Article V, the Developer shall be free to proceed with the Project at its own expense and without regard to the provisions of this Agreement; provided, however, that the City shall have no further obligations to the Developer with respect to reimbursement of the expenses set forth in Section 3.3. 14 76644791v2