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• B. If County opts to assume the Option Agreements by delivering the County- <br /> executed Assignment and Assumption Agreement to City as provided in Section <br /> 1.D (i) below, then, within 10 days following County's exercise of the options to <br /> purchase the Woodhouse Industrial Park Property, County shall pay to City <br /> actual amounts expended by City on Feasibility Costs, less $43,750. The total <br /> reimbursement shall not exceed $433,258. The foregoing reimbursement <br /> payment shall be retained by City regardless of whether County proceeds to <br /> develop the Replacement Jail Project. County's obligations under this Section <br /> 1.B. shall survive termination of this MOU. If the County does not exercise the <br /> options to purchase of the Woodhouse Industrial Park Property, then County will <br /> not be required to reimburse the City for any of City's Feasibility Costs. <br /> C. With regard to the further action of its Board of Supervisors ("BOS") at its <br /> meeting of December 14, 2010, nothing in this MOU shall require the BOS to <br /> approve any proposed CEQA Document and the BOS reserves full discretion in <br /> connection with consideration of any such proposed CEQA Document, and <br /> • further reserves the discretion to assume or refuse the Option Agreements or to <br /> take any other or additional actions it may find to be necessary or appropriate. <br /> D. On or before 5:00 p.m. on December 22, 2010, County shall deliver to the City <br /> either (i) a fully County-executed Assignment and Assumption Agreement (as <br /> defined in Section 2.A. below), or (ii) a written notice of termination of this MOU. <br /> If County delivers the fully executed Assignment and Assumption Agreement, <br /> • then County shall assume City's rights and obligations under the Option <br /> Agreements and concurrently therewith pay City $200,000 to reimburse City for <br /> deposits and option payments made by City and deposited into escrow pursuant <br /> to the Option Agreements. If County delivers a written notice of termination, then <br /> this MOU and all rights and responsibilities of the parties hereunder shall cease <br /> and terminate. <br /> SECTION 2: CITY AGREEMENTS <br /> • A. City hereby irrevocably offers to County the right to accept the assignment and <br /> assumption of all of City's rights and obligations under all four of the Option <br /> Agreements. This offer is for all four of the Option Agreements together — the <br /> County must accept all four or none. In order to accept this offer, the County <br /> must execute and deliver to the City, before 5:00 p.m. on December 22, 2010, a <br /> County-executed Assignment and Assumption Agreement for all four of the <br /> Option Agreements. This offer by the City shall expire and no longer be available <br /> for acceptance by the County as of 5:00 p.m. on December 22, 2010. The <br /> Assignment and Assumption Agreement shall be in the form attached hereto as <br /> Exhibit E and evidence the City's assignment of its rights and obligations under <br /> the Options Agreements and the County's acceptance and assumption of those <br /> rights and obligations. <br /> B. City agrees that it will comply with all obligations on its part under the Option <br /> Agreements to ensure that the Option Agreements remain in full force and effect <br /> until the first to occur of (i) December 27, 2010, (ii) the date that County delivers <br /> • to City a notice of termination of this MOU as provided in Section 1.D. above, or <br /> C:\Documents and Settings\jherren\Local Settings\Temporary Internet <br /> Files\Content.Outlook�XS2481JT\2010 128 Chemical Way MOU (2).doc 3 <br />