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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means to pay such Reimbursable Preliminary Development Costs within thirty (30) calendar days of termination and receipt of the final Expense Report. (c) Termination by Failure to Approve Final Development Proposal. (1) Failure to Approve Final Development Proposal. The Developer may terminate this Agreement by giving written notice to the City if (A) the City does not approve in writing the Final Development Proposal within forty-five (45) days of the Developer's submission of the Final Development Proposal to City, or (B) the Developer is unable to deliver a Final Development Proposal to the City on or before October 31, 2026 due to the City's failure to timely perform its responsibilities under this Agreement. Termination shall take effect immediately upon the delivery of such notice; however, the City's payment obligations described in paragraph (ii) below shall survive termination. (ii) Reimbursement of Preliminary Development Costs. If the Developer terminates this Agreement because the City fails to approve the Final Development Proposal, the City agrees to reimburse the Developer its 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 means to pay such Reimbursable Preliminary Development Costs within thirty (30) calendar days of termination and receipt of the final Expense Report. Section 9. General Provisions. (a) Representations and Warranties. Each Party represents and warrants to the other Party all of the following: (1) The Party has all requisite power and authority to enter into this Agreement and consummate the transactions set forth herein, and by proper action has duly authorized the execution and delivery of this Agreement and the consummation of the transaction set forth herein, and no permission, approval, or consent by any additional third parties or governmental authorities is required for the Party to enter into and consummate this Agreement. (ii) This Agreement is a valid obligation of the Party and is binding upon and enforceable against the Party in accordance with its terms. (iii) The consummation by the Party of this Agreement and the Project set forth herein do not, and will not, constitute a violation of any order, rule or regulation of any court or of any federal, state, or municipal regulatory body, administrative agency, or other governmental body having jurisdiction over the Party. (b) Confidentiality of Information and Negotiations. (1) If the Developer provides information to the City, in whatever form or medium, concerning the operations or affairs of the Developer or member of the Development Team, whether developed prior to or on or after the Effective Date, that is generally considered under the law to be of a confidential or privileged nature and is marked as "Confidential" plainly on the face of any such document or information, the City agrees CONCEPTUAL PLANNING AGREEMENT (HOPKINs REDEVELOPMENT PROJECT) PAGE 11