Res 2025-208 approving a Conceptual Planning Agreement with Upward Communities for redevelopment in downtown San Marcos known as the Hopkins Redevelopment Project, including a new City Hall

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Noticing Party. The Noticing Party may also in their sole discretion extend the cure period for such additional amount of time that they determine to be reasonably necessary. If the Defaulting Party fails to cure the default to the reasonable satisfaction of the Noticing Party within the cure period described above, the Noticing Party may provide written notice to the Defaulting Party of its election to terminate this Agreement, and termination shall take effect immediately upon delivery of such notice; however, the City's payment obligations described in Sections 9(a)(iii)(A) and 9(a)(iii)(B)(2) below shall survive termination. The City shall use all reasonable and lawful means to pay such Preliminary Development Costs within 30 days of termination and receipt of the final Expense Report. (iii) Reimbursement of Preliminary Development Costs. A. Termination by the Developer. If the Developer terminates this Agreement under this Section 9(a), the City agrees to reimburse the Developer, and the Developer agrees that its damages shall be limited to, the amount of Reimbursable Preliminary Development Costs incurred prior to the City's receipt of notice of termination through the date of payment. B. Termination by the City. If the City terminates this Agreement under this Section 9(a), the City's obligation to pay Preliminary Development Costs shall be dependent on the materiality of the Developer's breach, as follows: Bad Acts. In the event of a termination due to a default arising out of the Developer's fraud, bad faith, or willful misconduct, the City shall have no obligation to pay any Preliminary Development Costs to the Developer; however, the City reserves the right to pay fair value, in light of the circumstances, to the Developer or any member of the Development Team in exchange for the transfer, assignment, or licensing of any Instruments of Service. 2. Other Material Default. In the event of a termination due to a material default other than that described in subparagraph (1) above, the City agrees to reimburse the Developer all of its Third -Parry Costs incurred up to the Developer's receipt of notice of default. (b) Termination for Convenience by the City. (1) Notice of Termination. If the City determines in its sole discretion to terminate this Agreement for its convenience at any time, it shall have the right, with thirty (30) calendar days' written notice to the Developer, to terminate this Agreement. Termination shall take effect immediately upon the expiration of the thirty (30) day notice period; however, the City's payment obligations described in paragraph (ii) below shall survive termination. (ii) Reimbursement of Preliminary Development Costs. If the City terminates for convenience, the City agrees to reimburse the Developer for the amount of Reimbursable Preliminary Development Costs incurred up to the Developer's receipt of notice of termination, plus the full amount of the Developer's Fixed Fee set forth in the Concept Refinement Phase Budget. The City shall use all reasonable and lawful CONCEPTUAL PLANNING AGREEMENT (HOPKINs REDEVELOPMENT PROJECT) PAGE 10