ST. JOSEPH AND TALLER SAN JOSE (NEGOTIATION AGMT) - 2014

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also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. It is further understood and agreed that no failure or delay by the DEVELOPER in exercising any right, power or privilege contained in this Section 11.4 shall operate as a waiver thereof. 11.5 Survival. The provisions of this Section I I shall survive the termination or expiration of this Agreement. 12. Termination. This Agreement shall terminate upon the occurrence of any of the following: (a) the end of the Negotiation Period, subject to any extensions approved by the Parties pursuant to Section 4, (b) a Development Agreement, acceptable in form and content to each of the CITY and DEVELOPER, is negotiated, approved and executed by each Party's governing body, (c) termination of this Agreement by either Party pursuant to Section 11, or termination by SJHS or TSJ pursuant to terms of Section 14.16, 13. Assignment. The qualifications and identity of DEVELOPER and its respective principals are of particular concern to the CITY. It is because of these qualifications and identity that the CITY has entered into this Agreement with DEVELOPER. During the Negotiation Period, no voluntary or involuntary successor -in- interest of DEVELOPER shall acquire any rights or powers under this Agreement, nor shall DEVELOPER assign all or any part of this Agreement, without the prior written approval of the CITY, which approval CITY may grant, withhold, or deny in its sole and absolute discretion. Any purported transfer of this Agreement, voluntarily or by operation of law, shall be null and void and shall confer no rights whatsoever upon any purported assignee or transferee, unless otherwise approved in writing by the CITY pursuant to this Section. 14. General Provisions 14.1 Non - Binding. Except for Sections 2, 4, 5, 9.1, 11, 12, and Section 14, which are intended to create legally binding obligations on the Parties (the `Binding Provisions "), this Agreement does not constitute and will not give rise to any legally binding obligation on the part of the Parties. Except as expressly provided in the Binding Provisions (or as expressly provided in any agreement that the Parties may enter into in the future), (a) this Agreement is simply an expression of the intent of the Parties, and does not require the Parties to execute any further agreements, and (b) neither Party shall have any rights or obligations to one another unless and until a Development Agreement is fully executed and delivered by all Patties. The execution of any such Development Agreement would also be subject to approval by SJHS and TSJ's respective boards of directors. Moreover, except as expressly provided in the Binding Provisions (or as expressly provided in any binding written agreement that the Parties may enter into in the future), no past or future action, course of conduct, or failure to act relating to the Project, or relating to the negotiation of the terms of the Project, the Development Agreement or any definitive agreement among the Parties, will give rise to or serve as a basis for any obligation or other liability on the part of the Parties. The provisions of this Section 14.1 shall survive the termination or expiration of this Agreement. 14.2 Governing Law; Jurisdiction and Venue. This Agreement shall be interpreted and enforced in accordance with the provisions of California law in effect at the time it is 40- 48677228.1