Laserfiche WebLink
also be entitled, without the requirement of posting a bond or other security, to equitable relief, <br />including injunctive relief and specific performance. It is further understood and agreed that no <br />failure or delay by the DEVELOPER in exercising any right, power or privilege contained in this <br />Section 11.4 shall operate as a waiver thereof. <br />11.5 Survival. The provisions of this Section 11 shall survive the termination or <br />expiration of this Agreement. <br />11 Termination. This Agreement shall terminate upon the occurrence of any of the <br />following: (a) the end of the Negotiation Period, subject to any extensions approved by the <br />Parties pursuant to Section 4, (b) a Development Agreement, acceptable in form and content to <br />each of the CITY and DEVELOPER, is negotiated, approved and executed by each Party's <br />governing body, (c) termination of this Agreement by either Party pursuant to Section 11, or <br />termination by SJHS or TSJ pursuant to terms of Section 14.16. <br />13. Assignment. The qualifications and identity of DEVELOPER and its respective <br />principals are of particular concern to the CITY. It is because of these qualifications and identity <br />that the CITY has entered into this Agreement with DEVELOPER. During the Negotiation <br />Period, no voluntary or involuntary successor -in- interest of DEVELOPER shall acquire any <br />rights or powers under this Agreement, nor shall DEVELOPER assign all or any part of this <br />Agreement, without the prior written approval of the CITY, which approval CITY may grant, <br />withhold, or deny in its sole and absolute discretion. Any purported transfer of this Agreement, <br />voluntarily or by operation of law, shall be null and void and shall confer no rights whatsoever <br />upon any purported assignee or transferee, unless otherwise approved in writing by the CITY <br />pursuant to this Section. <br />14. General Provisions, <br />14.1 Non- Bindine. Except for Sections 2, 4, 5, 9.1, 11, 12, and Section 14, which <br />are intended to create legally binding obligations on the Parties (the `Binding Provisions "), this <br />Agreement does not constitute and will not give rise to any legally binding obligation on the part <br />of the Parties. Except as expressly provided in the Binding Provisions (or as expressly provided <br />in any agreement that the Parties may enter into in the future), (a) this Agreement is simply an <br />expression of the intent of the Parties, and does not require the Parties to execute any further <br />agreements, and (b) neither Party shall have any rights or obligations to one another unless and <br />until a Development Agreement is fully executed and delivered by all 'Parties. The execution of <br />any such Development Agreement would also be subject to approval by SJHS and TSJ's <br />respective boards of directors. Moreover, except as expressly provided in the Binding Provisions <br />(or as expressly provided in any binding written agreement that the Parties may enter into in the <br />future), no past or future action, course of conduct, or failure to act relating to the Project, or <br />relating to the negotiation of the terms of the Project, the Development Agreement or any <br />definitive agreement among the Parties, will give rise to or serve as a basis for any obligation or <br />other liability on the part of the Parties. The provisions of this Section 14.1 shall survive the <br />termination or expiration of this Agreement. <br />14.2 Governing Law; Jurisdiction and Venue. This Agreement shall be interpreted <br />and enforced in accordance with the provisions of California law in effect at the time it is <br />-10- <br />48677228.l <br />25C -14 <br />