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Committee in the creation of a relocation plan for tenants and businesses impacted <br />by the proposed project. <br /> <br />8. Developer’s Cooperative Efforts. Developer understands that KWG has also <br />been selected from the RFQ responses, and that the largest portion of West <br />Broadway may be redeveloped by KWG. URA and Developer anticipate that KWG <br />and Developer intend to enter into an agreement that will outline a process for <br />cooperation between the separate redevelopment projects. Notwithstanding any <br />agreements that may be reached between Developer and KWG, URA understands <br />that Developer and KWG will work cooperatively and use their best efforts to achieve <br />scheduling and cost efficiencies between the projects during the period of <br />redevelopment. Notwithstanding such goals of cooperation and efficiencies, URA <br />and Developer acknowledge that Developer’s proposed project will be undertaken <br />independently of KWG’s project in that Developer and KWG will enter into separate <br />agreements with URA relating to their respective redevelopment efforts. These <br />separate agreements which will create wholly separate obligations, rights and <br />responsibilities of Developer and KWG. Nothing in this Memorandum is intended to <br />create a contractual relationship, partnership or joint venture between Developer and <br />KWG or to make the undertakings of Developer and URA contingent on the <br />redevelopment project proposed by KWG. <br /> <br />9. Conditions Precedent to Developer’s Redevelopment Project. The Parties <br />understand that Developer will need to satisfy certain conditions precedent to <br />redevelopment which include, a) completion of the purchase agreements/extension <br />of options on the Centre Court and the Washburne properties; b) completion of due <br />diligence relating to typical developer issues, including title, environmental, <br />geotechnical matters, and market substantiation; c) letters of commitment or intent <br />with investors and lenders and prospective tenants, respectively; and d) completion <br />of land use analysis demonstrating land use entitlements. URA and Developer <br />acknowledge these conditions, and the Parties will use their best efforts to work <br />together cooperatively and diligently to satisfy these conditions. <br /> <br />10. URA Option Agreements. URA has signed purchase option agreements on <br />several of the properties within West Broadway. Developer understands that URA is <br />under no obligation to exercise the purchase options. URA will use best efforts to <br />extend the purchase option terms in accordance with the purchase option <br />agreements, and secure purchase options on properties within West Broadway that <br />are not currently owned or controlled by URA. <br /> <br />11. Public Assistance. URA has certain redevelopment programs, tools and <br />incentives generally available to assist in Developer’s redevelopment of West <br />Broadway. URA will use best efforts to initiate the necessary processes and to <br />otherwise assist Developer with respect to such programs, tools and incentives. <br />However, the availability of such programs, tools, and the cooperation of the URA <br />does not obligate the URA to participate in Developer’s project at this time. <br /> <br />Memorandum of Understanding <br />-4- <br /> <br />