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<br />(A) The parties hereto agree that upon execution of this Memorandum of Understanding, all
<br />parties shall be bound to proceed in a good faith manner to negotiate the Project Agreements and complete
<br />rite transactions contemplated bythis Memorandum of Understanding, However, the parties recognize that
<br />various steps must be taken by each of rite parties which, if not taken, shall prevent the other parties from
<br />taking the actions required of them herein. As a result, the parties hereto agree that the failure of a parry
<br />to perform the obligations specified below shall relieve the other parties from their obligations under this
<br />Memorandum of Understanding. The City's obligations hereunder shall be to take the actions described
<br />in Section 8(A) and (E), above; the County's obligations hcreundershall be to take the actions described
<br />in Sections 8(B) and (E), above; the Dodgers' obligations hereunder shall be to take the actions described
<br />in Sections 8(C) and 8(E), above, and the Developer's obligations hereunder shall be to take the actions
<br />described in Sections 8(D) and 8(E), above.
<br />(B) The parties acknowledge that the Application to the Office of Tourism for the sales tax
<br />revenues must be filed on or before October 1, 2000. If, prior to October 1, 2000, the County fails to
<br />extend its tourist development sales tax orotherwise fails to take the actions described in Section 8(B)
<br />above, and/or if the City fails to take the actions described in Section 8(A) above, the obligations of all
<br />parties hereto shall immediately terminate. If, as expected, the Land and Existing Facilities are certified as
<br />a "facility for a retained spring training franchise" on or before January 1, 2001, and the Developer has
<br />received site plan approval by February 1, 2001, the County shrill issue its Bonds and acquire the Land
<br />prior to March 31, 2001 (or such later date as may be mutually acceptable to the Dodgers and the
<br />County). Immediately thereafter, but subject to the issuance of the necessary building permits, the Dodgers
<br />shall commence construction of the Improvements, with the objective being to complete construction of
<br />the Improvements and have them ready for use by not later than February 15, 2002, or such later date as
<br />may be determined by the Dodgers.
<br />(C) If the Dodgers fail to take the actions required of them by Sections 8(C) and 8(E), above,
<br />or if the Developer fails to take the actions required of it by Sections 8(D) and 8(E), above, and if, as a
<br />result of the foregoing, the parties are relieved of their obligations under this Memorandum of
<br />Understanding, then whichever patty fails to take the actions required of it hereunder shall reimburse the
<br />Countyfor all actor] and verifiable costs incurred by the County in connection with this project after the
<br />date ofexecution of this Memorandum of Understanding, including, without limitation, the east, if any, of
<br />appraisals, land surveys, environmental assessments, title searches and reasonable legal fees and expenses
<br />of outside counsel, but only up to a maximum reimbursement amount of Fifty Thousand Dollars ($50,000).
<br />The foregoing shall be the sole legal remedy available to the County and the City in the event of a breach
<br />by the Dodgers and/orthe Developer of this Memorandum of Understanding, and neither the Dodgers nor
<br />the Developer shall be liable, at law or in equity, for any other losses or damages, whether known or
<br />unforeseen, sustained by the County and/or the City, and/or any consequential damages, or punitive or
<br />exemplary damages.
<br />(D) The patties acknowledge and agree that the heal Estate Contract shall be made contingent
<br />upon a detcrmination that Holman Stadium is in compliance with the accessibility guidelines which will be
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