AgdaPkt 2019-09-09 Joint SA PFA - Laserfiche WebLink

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feasible, be modified or suspended as may be necessary to comply with such new Law. Immediately after enactment of any such new Law, the Parties shall meet and confer reasonably and in good faith to determine the feasibility of any such modification or suspension based on the effect such modification or suspension would have on the purposes and intent of this Agreement. If such modification or suspension is infeasible in Owner's reasonable business judgment, then Owner shall have the right to terminate this Agreement by written notice to the City. Owner shall also have the right to challenge the new Law preventing compliance with the terms of this Agreement, and in the event such challenge is successful, this Agreement shall remain unmodified and in full force and effect. Notwithstanding the preceding, nothing herein shall permit the City to enact Laws that conflict with the terms of this Agreement. 11. Termination. 11.1 City's Right to Terminate. The City shall have the right to terminate this Agreement only under the following circumstances: The City Council has determined that Owner is not in good faith compliance with the terms of this Agreement, and this Default remains uncured, all as set forth in Section 9 of this Agreement. 11.2 Owner's Right to Terminate. Owner shall have the right to terminate this Agreement only if both of the following occur: (a) In the notice to the City terminating this Agreement, Owner either (i) requests City in writing to rescind the Project Approvals, including the Public Benefit Bonus; or (ii) City has approved alternative public benefits in consideration for the Public Benefit Bonus; and (b) One of the following has occurred: (1) Owner has determined that the City is in Default, has given the City notice of such Default and the City has not cured such Default within thirty (30) days following receipt of such notice, or if the Default cannot reasonably be cured within such thirty (30) day period, the City has not commenced to cure such Default within thirty (30) days following receipt of such notice and is not diligently proceeding to cure such Default; or (2) Owner is unable to complete the Project because of supersedure by a subsequent Law or court action, as set forth in Sections 10.2 and 16 of this Agreement; or (3) Owner determines in its business judgment that it does not desire to proceed with the construction of the Project. 11.3 Mutual Agreement. This Agreement may be terminated upon the mutual written agreement of the Parties. 15 1677\05\1960134.8 1/172017 PAGE 275