PRE-DEVELOPI ‘This PRE-DEVELOPMENT AGREEMENT (the “Agreement”) is made as of the __day of 2019, (“Effective Date”), by and among JACKSON-MADISON COUNTY SCHOOL SYSTEM, a Tennessce school district governed by a locally-elected school board (Distrct”); HEALTHY COMMUNITY, LLC, a Tennessee limited liability company (“Developer”); HEALTHY COMMUNITY EDUCATION PARTNERS, LLC, a Tennessee limited liability company (‘Project Owner”); THE COUNTY OF MADISON, a political subdivision of the State of Tennessee (“County”); and THE CITY OF JACKSON, « municipal comporation organized under the laws of the State of Tennessee (‘City” and together with the District, Developer, Project Owner, and County, collectively the “Parties” and each, a “Party”), with reference to the following: WITNESSETH: WHEREAS, the District is interested in the wellbeing of its students and believes there is both the need and demand for additional new and better educational opportunities for residents of Jackson, Madison County, Tennessee. The District also believes it can play a valuable role in assisting with and facilitating the redevelopment and construction of quality public middle- and high-school educational institutions and related facilities for District students. The District farther believes such a role is consistent with its mission and purpose; WHEREAS, the Jackson Community Redevelopment Agency, a public instrumentality created pursuant to the Community Redevelopment Act of 1998 (the “CRA”) has as its purpose to identify and address issues of slum and blight through executing contracts, acquiring and disposing of real property, establishing tax incremental financing districts, and other programs and financial instruments to help stabilize, revitalize, and redevelop certain areas of Jackson, Madison County, Tennessee; WHEREAS, the CRA, to effectuate such purpose, has created Healthy Community Education Partners, LLC, a Tennessee limited liability company and a subsidiary of the CRA (the “Project Owner"); WHEREAS, the District and Project Owner envision that the best way to facilitate the Procurement of new or redeveloped public educational institutions and related facilities is to ‘engage a qualified development firm, experienced in the restoration and revitalization of Jackson, Madison County, Tennessee, to work with the District and Project Owner to develop and implement plans for the design, financing, construction and operation of two (2) new public educational institutions and related facilities in Jackson, Madison County, Terinessee, including a redeveloped, gre of approximat JEM Project”) and a new i isting of approximately ‘and, together with JCM Project, collectively the “Project”);WHEREAS, Developer is an experienced development firm which, in cooperation with the CRA, has successfully participated in the restoration and revitalization of certain ateas of Jackson, Madison County, Tennessee, which desires to work with the District and Project Owner to develop high-quality public educational institutions and related facilities for the benefit of the District and its students. Developer has evaluated this development opportunity and the need for new publie ‘elucational institutions and related facilities on which the development opportunity is predicated, and believes Developer is ideally qualified and suited to work with the District and Project Owner to make the Project a reality, WHEREAS, the JCM Project will be located on # portion of the campus of the former Jackson Central-Merry High School (the “JCM Campus”) and the Madison Academic Project will bbe located on the former location of Epworth Hall on the campus of the University of Memphis ‘Lambuth (“Madison Academic Campus” and together with JCM Campus, collectively the “Project Locations”); WHEREAS, CRA owns or will own the real property at the Project Locations and will lease the Project Locations to Project Owner which, as contemplated at the commencement of the Term hereof, will sublease the Project Locations to the District and to the County and City, respectively, via the Project Lease Agreements (defined herein); WHEREAS, the Project Locations qualify for New Market Tax Credits based on their location in qualified census tracts and proximity to neighborhoods with compelling needs, and on the Project being consistent with the mission of providing new and better educational opportunities to residents in a community with the greatest need; WHEREAS, the Parties expect that NMTC Financing will be utilized in the financing structure of the Project; WHEREAS, the governing board of the District approved this Agreement and the District's execution and delivery thereof pursuant to the action taken at such board’s meeting held on May 30, 2019; WHEREAS, the fiscal body of the County approved this Agreement and the County's execution and delivery thereof pursuant to the action taken at such body's meeting held on June 17, 2019; WHEREAS, the fiscal body of the City approved this Agreement and the City’s execution and delivery thereof pursuant to the action taken at such body's City Council meeting held on June 4, 2019; and WHEREAS, the Parties wish to entor into this Agreement in order to explore the further development of the Project on the terms set forth herein. ‘NOW, THEREFORE, in consideration of the mutual covenants, agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:1 Preliminary Documents; Preliminary Closing Conditions A. Developer is hereby engaged to collaborate with the District in (i) the selection, contracting and supervision of the design, engineering, construction and other professionals necessary for all aspects of the planning, designing, pemnitting, financing, construction and development of the Project, in each case with parties and on terms and conditions acceptable to the District; and (il) the evaluation, development, refinement, selection and finalization of the applicable work product of such professionals on terms and conditions acceptable to the District. B, During the Term of this Agreement, the District and Project Owner hereby agree to negotiate and engage exclusively with Developer with respect to the Development of the Project. C. Developer has prepared and submitted to the other Parties a preliminary development schedule for the Proj ibit“A” “Prelim . a pre-development budget for the’ San cach instance, the “Pre-Development Budget” and, together with the Preliminary le, collectively the “Preliminary Documents”). D. The Parties agree that the Preliminary Schedule is preliminary and non-binding and sets forth the progress goals as contemplated at the commencement of the Term, E. During the Term, and using the Preliminary Documents as reference points, the Parties shall cooperate in good faith with due diligence and in a commercially ‘reasonably manner to satisfy the following conditions (together, the “Preliminary Closing Conditions"): (@ _toconfirm and continue to develop the terms, conditions, and other aspects relating to the structure, ownership, development, construction, financing, operation, maintenance and management (collectively, the “Development”) of the Project and to memorialize such terms and conditions in certain binding agreements including, without limitation, the Project Development Agreements and the Project Lease Agreements (collectively, the “Operative Documents”); ii) to continue to engage with cach other and reach agreement on updated schedules, budgets and plans for, and all aspects of, the Project; Gii) to obtain all necessary govemmental and regulatory approvals, consents, licenses and permits; Gv) _ to reach agreement with the Project's financing parties on all terms, conditions, and other aspects relating to the Development of the Project; and () _ to obtain sufficient financing for the construction and redevelopment of the Project, including, without limitation, obtaining and closing sufficient Project Financing.F, _Itis the goa! of the Parties to satisfy the Preliminary Closing Conditions and obtain and achieve financial closing with Project Financing (Financial Closing”) no later than December 31, 2019. 2. Project Financing A. The Parties hereby acknowledge and agree (i) that essential to the economic Viability of the Project is financing the Project utilizing a combination of traditional construction financing (the “Construction Financing") and the use of the federal New Markets Tax Credit Program which assists economically-distressed communities to attract private capital by providing investors with « Federal tax credit uti Community Development Entities (NMTC Financing” and, together with the Construction Finzncing, collectively the “Project Financing”) and (i) that the closing of the Project Financing is a condition precedent to the Development of the Project. In the event that the District, in its sole discretion, agrees to permit Developer to structure and seek financing for the Project other than in this manner, then Developer shall not be deemed to have breached this Agreement, B. Following approval by the District of a plan for the Project Financing for the Project, Developer will (i) endeavor to satisfy the requirements of the proposed Project Financing, Gi) negotiate the terms of the Project Financing documents, (ji) close the Project Financing, and Gv) otherwise implement the Project Financing plan for the Project; provided, however, that in no event shall Developer have any financial obligations with respect to the Project Financing except, to guaranty the completion of construction of the Project. C. Notwithstanding the foregoing, the Parties hereby agree that they will commit to proceeding to Financial Closing upon Developer obtaining at least fifty percent (50%) of the eligible NMTC Financing for the Project. 3. Term; Termination. A. Term, The term and effectiveness of this Agreement (“Term”) shall commence upon the Effective Date and shall terminate upon the earliest to occur of the following: (@ the effective date of Financial Closing of the Project; (the effective date of the District's Termination for Convenience pursuant to and in accordance with Section 3.B. Gii) the effective date of the Distriet’s or Developer's Termination for Delay pursuant to and in accordance with Section (iv) __ the effective date of Developer's Termination for Closing Risks pursuant to and in accordance with Section 3.D.; (v) the effective date of any Termination for Breach pursuant to and in accordance with Section 3.B.; and(vi) such other date to which the Parties may mutually agree in writing. B, —_Texmination for Convenience. The District may terminate this Agreement in the event (i) the County fails to approve the JCM Lease Agreement by August 9, 2019; and (ii) the City fails to approve the Madison Academic Lease Agreement by August 9, 2019 (together, a “Termination for Convenience”) upon ten (10) days’ prior written notice to Developer. C. Termination for Delay. In the event Financial Closing is not achieved by December 31, 2019, the District or Developer may clect to terminate this Agreement (“Termination for Delay”); provided, however, the District and Developer may elect to extend this Agreement and work cooperatively with the other Parties towards a revised closing date, D. _ Terminstion for Closing Risks. If, at any time during the Term, Developer determines that the viability of the Project is jeopardized due to Closing Risks, then the Parties shall_work together in good faith to maintain the viability of the Project, either through modification of various aspects of the Project, modification of the transaction structure of the Project, or otherwise. If despite such efforts, Developer, in its reasonable discretion, determines that the Project is no longer viable duc to such Closing Risks, then Developer may terminate this Agreement (“Termination for Closing Risks”) upon ten (10) days” prior written notice to the other Parties, For purposes of this Agreement, “Closing Risks” shall mean the occurrence of any of the following events or any combination thereof: () failure to obtain rersonable constructing pricing; Gi) failure to obtain atleast fifty percent (50%) of eligible NMTC Financing; Gi) failure of the Project Financing to close; and/or Gv) failure to obtain all necessary governmental approvals, consents, licenses and permits, E. Termination for Breach. A Party may terminate this Agreement as a result of a material breach or default by any other Party of such Party's undertakings or obligations under this ‘Agreement which breach or default has not been cured within ten (10) days after receiving written notice thereof from the non-defaulting Party. 4, Pre-Development Expenses. A. Generally. Developer has expended and will continue to expend in good faith ‘money to engage third parties in furtherance of the Development of the Project. Such expenditures incurred thus far by Developer and anticipated to be expended by Developer in furtherance of the Development of the Project (“Pre-Development Expenses”) are specifically described and set forth in the Pre-Development Budget.B. Payment Devel Ex (@® The actual verifiable and documented cost of the Pre-Development Expenses, plus interest at a floating rate equal to the U.S, Primé Rete as published from time to ‘time in the Wall Street Journal compounded monthly on amounts advanced by Developer from the date advanced until the date repaid to Developer (“Pre-Development Interest”) shall be paid to Developer by Project Owner at Financial Closing with proceeds of Project's financing arranged by Developer. (i) Notwithstanding the foregoing Subsection (i), in the event any of the ‘termination rights set forth in Section 3 hereof are exercised in accordance therewith, then the District, the County, and the City shall, within thirty (30) days after the effective date of any such termination, reimburse Developer in an amount equal to one hundred percent (100%) of those Pre- Development Expenses that Developer shall have actually incurred through the date notice of such termination was provided, plus the amount of Pre-Development Interest which shall have accrued from the date advanced through the effective date of such termination. The District, the County, and the City hereby acknowledge and agree that the obligation for such reimbursement of Developer pursuant to this Subsection (ii) shall be borne and shared equally by and among the District, the County, and the City [that is, for example, if the total reimbursement obligations hereunder shall be $1,500,000, then each of the District, the County, and the City shall be obligated to reimburse Developer $500,000]. Notwithstanding anything to the contrary contained in this Section 4, the aggregate liability for Pre-Development Expenses under this Subsection (ii) shall not in any event be less than $250,000.00 and no greater than $2,250,000.00. C. Supporting Documentation. Developer shall submit monthly reports to the District, the County and the City with appropriate documentation evidencing the incurrence of each of the Pre-Development Expenses in the form of copies of invoices, receipts, vouchers or the like, in such form and containing such information as is reasonably necessary in order for Developer and the District to determine that such items constitute Pre-Development Expenses incurred in accordance with the terms and conditions of this Agreement, D. Transfer of Ownership of Work Product. Concurrent with the District's payment to Developer of the amounts required pursuant to this Section 4, Developer shall, to the extent requested in writing by the District, transfer, assign and convey to the District (or its nominee or designee) good and marketable title and ownership (free and clear of any and all liens, security interests and other encumbrances of any nature whatsoever) to, and all right, title and interest in, all plans, designs, models, drawings, documents, deta, intellectual property, materials, things and other work and work product developed for or in connection with, or relating in whole or in part to, the Development or the Project, Such transfer shall include, upon written request ofthe District, assignment of the subcontract with LRK, Inc (Architect) to the District or its designee, In furtherance of the foregoing, Developer shall execute and deliver to the District such deeds, bills of sale, assignments and other documents and instruments as the District may reasonably request in order to effect and/or otherwise evidence such transfer, assignment and conveyance to the District (or its nominee or designee).5. Project Professionals. A. The District and Developer hereby agree that Developer's engagement of the following professionals for the Project is hereby deemed approved by the District: Crocker Construction Company, Inc., # Tennessee corporation, as the construction manager (the “Construction Manager”), LRK Inc,, a Tennessee corporation, as the architect (the Architect”), and SunTrust Bank, a Georgia banking corporation, as the construction lender (“Construction Lendes” and together with Construction Manager and Architect, collectively the “Project Professionals”). B. Developer shall (i) enter into appropriate contractual agreements with project consultants; (fi) work with Architect to complete the design phase of the Project; (ji) secure the necessary governmental approvals, consents, licenses and permits for the Project; (iv) work with ‘Construction Manager to price the plans; (v) work with Construction Lender to create the financial mechanisms for the Project; (vi) arrange for the other Parties (or other parties, as applicable) to execute the Operative Documents and acceptable construction, design/build, architecture, financing, management and/or other appropriate contracts (as applicable) at Financial Closing; (vii) submit a final development budget for the Project to the other Parties; and (viii) arrange the Project Financing and the Financial Closing; provided, however, the terms and conditions of each of the agreements and other matters identified in the foregoing items (i) through (viii) shall be subject to the prior written approval of the District and Project Owner, which shall not to be unreasonably withheld, conditioned or delayed. 6. Development Agreements. Project Owner will negotiate in good faith with Developer for (A) a definitive development agreement for the ICM Project to be effective at Financial Closing for the delivery of services to complete the design, construction and delivery of the JCM Project (the “JCM “Development Agrecment”); and (B) a definitive development agreement for the Madison Academic Project to be effective at Financial Closing for the delivery of services to complete the design, construction end delivery of the Madison Academic Project (the “Madison Academic Development Agreement” and together with the JCM Development Agreement, collectively the “Project Development Agreements”). 7. Lease Agreements, A. Project Owner, the District, the County, and the City will negotiate in good faith for (i) a definitive lease agreement for the JCM Project to be executed at Financial Closing and to be effective upon completion of construction of the JCM Project for the leasing of the ICM Campus and related JCM Project facilities located thereon by Project Owner, as lessor, to the District and the County, as co-lessees (the “JCM Lease Agreement”); and (ii) a definitive lease agreement for the Madison Academic Project to be executed at Financial Closing and to be effective upon completion of construction of the Madison Academic Project for the leasing of the Madison Academic Campus and related Madison Academic Project facilities located thereon by Project Owner, #8 lessor, fo the District and the City, as co-lessees (the “Madison Academic Lease Agreement and together with the JCM Lease Agreement, collectively, the “Project Lease Agreements”).B. The District and the City hereby acknowledge and agree that the District will not relocate the Community Montessori School from the Tigrett Junior High School location at 716 Westwood Avenue, Jackson Tennessee 38301 for a period of at least twelve (12) years after commencement of the Madison Academic Lease Agreement except in the event of a Significant Casualty or Significant Condemnation. The term “Significant Casualty” shall mean that the ‘Community Montessori School shall suffer damage or destruction resulting in an insurance settlement on the basis of an actual, constructive or compromised total loss. The term “Significant Condemnation” shall mean that (i title to all of the Community Montessori School campus shall be taken or appropriated by a governmental authority under the power of eminent domain or otherwise, or (i) all of the Community Montessori Schoo! campus shall be taken, confiscated, seized or requisitioned for use by any governmental authority under the power of eminent domain or otherwise, and any such taking, appropriation, confiscation, seizure or requisition for use pursuant to these clauses (i) and (il) is for a period that exceeds one hundred eighty (180) days. C. The District hereby acknowledges and agrees that (i) at least twenty-five percent (25%) of students in the Comrmunity Montessori Schoo! will live in the neighborhood zone around the School, and (ji) that, after sibling preference for admission, twenty-five percent (25%) of students admitted to school at the Madison Academic Campus will live in the neighborhood zone around the Madison Academic Campus. 8. Indemnification. A. General, Developer shal! indemnify, defend and hold harmless the other Parties for, from and against Claims arising out of, relating to, in connection with, or resulting from Developer's (i) breach of any obligation, representation or warranty contained herein and/or (i) negligence or willful misconduct. Without limiting the generality of the foregoing, Developer shall algo indemnify, defend and hold harmless the other Parties for, from and against any and all Claims arising out of, relating to, in connection with, or resulting from (a) any payment or other claim or dispute between Developer, on the one hand, and any of the consultants, contractors or subcontractors (of any tier) of Developer on the other hand (if such payment or other claim or dispute is not a result of any payment or other claim or dispute between the District and Developer Pertaining to this Agrcement or any aspect of the Project), (b) the acts or omissions of, or the misconduct of, any consultants, contractors or subcontractors (of any tier) of Developer andor (c) 4 failure of Developer to obtain the District’s and/or Project Owner's approval or consent where required under this Agreement, The obligations of Developer under the foregoing provision shall survive the termination of this Agreement with respect fo any Claims arising prior to such termination. B. The term “Claims” means any and all liabilities, obligations, damages, losses, demands, penalties, fines, claims, actions, suits, judgments, seftlements, costs, expenses and disbursements (including, without limitation, reasonable, actually incurred legal fees, expenses and costs of investigation) of any kind and nature whatsoever, including, without limitation, those arising out of property damage and personal injury and bodily injury (including, without limitation, death, sickness and disease).C. Insurance Requirements. Developer, at its sole cost and expense, sball insure its setivities in connection with this Agreement, and/or cause the Project Professionals to insure such activity, as appropriate. In the event that Developer hires any contractors or consultants to perform any part of this Agreement, Developer is responsible for ensuring that these insurance provisions shall apply to each contracting entity. Developer and each of its contractors and consultants of any tier shall obtain, keep in force and maintain insurance as follows (except that Developer sub- contractors may maintain limits of $1,000,000 per occurrence with a $2,000,000 annual aggregate for the general liability insurance and with respect to excess liability coverage it is Developer's option to determine the limit of excess liability it will require the Project Professionals and contractors and consultants to maintain): () Comprehensive or Commercial Form General Liability Insurance (Contractual liability included) as follows: (a) Each Occurrence $1,000,000 (b) _Products/Completed Operations Aggregate $2,000,000 ©) Personal and Advertising Injury $1,000,000 (General Aggregate $2,000,000 However, if any such insurance is written on a claims-made form, coverage shall continue for a period of not less than three years following termination of this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the commencement of the Term. Gi) __ Professional (Errors & Omissions) Liability Insurance with minima limits ‘of $1,000,000 for each claim and $2,000,000 in the aggregate. Such coverage shall be required of ‘each design architect, engineer, or consultant hired directly or indirectly to perform professional services for this Agreement and shall include the District, Project Owner, the County, and the City as indemnified parties for vicarious liability caused by professional services performed for this Agreement, Gi) Workers’ Compensation and Employer’s Liability Insurance as required by Tennessee law and with an insurance carrier registered with the Tennessee Department of Commerce and Insurance. Insurance required hereunder shall be issued by companies licensed to do business in the State of Tennessee with a Best rating of A(XD)- or better and a financial classification of VIII or better (or an equivalent rating by Standard & Poor’s or Moody’s), or as otherwise reasonably acceptable to the District, Further, such insurance shall be endorsed to include the District, Project (Owner, the County, the City, and their respective trustees, directors, officers, agents, employees, volunteers, consultants, representatives and representative's consultants as additional insureds.9. Confidentiati icity. ‘A. _ Confidential Information. “Confidential Information” shall mean information that is maintained in confidence by a Party and that is disclosed in connection with this Agreement. Without limiting the generality of the foregoing, Confidential Information shall include (i) technical and financial information relating to the Project; (i) any information whatsoever relating to a Party, its ownership, operations, assets, financial, development and operating plans, status and condition, business, contractual agreements or arrangements; and (ii) correspondence, proposals and other documents, including, without limitation, the terms and conditions of this Agreement. Notwithstanding the foregoing, Confidential Information shall not include any information that (a) is in or enters the public domain through no fault of the receiving Party, (b) lawfully was known ‘ot becomes known to the receiving Party independent of any disclosure in connection with this Agreement, (c) is disclosed to the receiving Par-y by another party having a bona fide right to disclose it, or () is independently developed by a receiving Party. B. Use and Disclosure of Confidential Information. Any Confidential Information shall be used by the receiving Party only for the purposes of performing its obligations under this ‘Agreement ot otherwise in connection with the Project. During the Term, no Party shall disclose to any third party, without the prior written approval of the other Parties, any Confidential Information; provided, however, that (i) the receiving Party may disclose such information to the extent required by applicable law, regulation or court order (by subpoena, investigative demand or otherwise) and after making reasonable effort to give the other Parties prompt prior notice of its intent to make such disclosure and an opportunity to ensure that the confidentiality of the information will be protected; (i) a Party may disclose Confidential Information to (a) affiliates, agents, consultants, accountants, representatives and counsel of such Patty in connection with the Project, or otherwise as is reasonably necessary with respect to the Project, whether in connection with the fulfillment of the Preliminary Closing Conditions, pursuing the Financial Closing or otherwise, (b) in connection with a permitted assignment, and (c) the Project’s financing parties, in each case provided that such disclosure is subject to confidentiality requirements substantially similar to those set forth herein. The receiving Party shall take such steps to protect Confidential Information as such Party normally takes to preserve and safeguard its own information of a similar kind. Inasmuch as the District, the County and the City, as public governmental entities, must ‘comply with the “Sunshine Law” provisions as set forth in Tenn, Code Ann. §§ 8-44-101 ef. seg., the use and disclosure of Confidential Information is subject to the statutory requirements under Title 8 Chapter 44, C. Publicity. Subject to the provisions of the “Sunshine Law” provisions of Tenn. Code Ann. §§ 8-44-101 et. seg., no Party shell make any public announcement regarding this Agreement without the prior written consent in each instance of the other Parties, which consent will not be unreasonably withheld. Any such public announcement must be in form and substance approved by all Parties in each instance. 10. Miscellaneous A. Entry Upon Site. Project Owner hereby grants Developer, its agents and employees, and third parties engsged by Developer, including, without limitetion, the Project Professionals, 10during the Term, the right to enter upon the Project Locations for the purpose of condueting any professional services performed for or pursuant to this Agreement. Developer and its agents and representatives shall restore the Project Locations to the condition in which the same was found before any such professional services were conducted. B. Designated Representative of Fach Party: Notices. The Pastics agree that in order to facilitate an efficient working relationship throughout the Term of this Agreement: (Ray Washington, District CFO, will serve as the designated representative and point-of-contact for the District; Gi) Victoria S. Lake, Chairperson of the CRA, will serve as the designated representative and point-of-contract for Project Owner; iii) Hal Crocker, Member, will serve as the designated representative and point- of-contact for Developer; (iv) Mayor Jimmy Harris, or his designee, as disclosed in writing to the Parties, will serve as the designated representative and point-of-contact for the County; and ()__ The Mayor of the City, or his designee, as disclosed in writing to the Parties, will serve as the designated representative and point-of-contact for the City. Each Party may replace, or appoint additional, designated representative(s) from time-to-time upon written notice to the other Parties; provided, however, any such replacement or additional representatives shall be mutually agreeable to the other Parties. Every notice, request or other statement to be made or delivered to a Party pursuant to this Agreement shall be directed to such Party at the physical address, e-mail address or facsimile number given immediately below such Party's signature on this Agreement or to such other address or facsimile number as the Party may designate in writing from time to time. Except as provided otherwise inthis Agreement, any notice, request, statement, payment or other communication (including, without limitation, via e-mail or facsimile where transmission confirmation is received) shall be deemed to have been given on the date on which itis received by the recipient. ©. ing Law; Dispute Resolution. (@ This Agreement is made in Tennessee and shall be govemed by and construed in accordance with the laws of the State of Tennessee and be subject to sole and exclusive jurisdiction of the State Courts in the County, the jurisdiction of which the Parties hereby consent to and waive all questions of jurisdiction and venue in that Court. (i) The Parties agree that any dispute between the Parties arising from or in any ‘way related to this Agreement or the Project will first attempt to be resolved through non-binding ‘mediation with a mediator that is mutually agreeable to the Parties, and the Parties shall share the costs of the dispute resolution process equally, although the attomeys and witnesses or specialists utilized by the respective Parties shall be the direct responsibility of each Party engaging such nattomeys, witnesses or specialists, and their fees and expenses shall be the responsibly of the respective Parties. The Parties agree that only in the event that the non-binding mediation is ‘wasuccessfil in resolving any such dispute can any Party then institute suit and then only consistent with the foregoing Subsection (i). D. Entire Agreement This Agreement and the exhibits attached hereto (which are incorporated herein by this reference) constitute the entire agreement between the Parties relating to the subject matter hereof, and may be amended, modified and/or supplemented only in a writing executed by each Party. E, _ Due Authorization; Binding Agreement. Each Party represents and warrants (as to itself only) that the signatory signing on behalf of such Party is duly authorized by such Party to execute and deliver this Agreement on behalf of such Party, and by its signature does bind such Party to the terms of this Agreement. F, No Partnership or Joint Venture. The Parties agree that nothing herein shall serve to create any agency, employment or other master and servant relationship or partnership or joint venture relationship or fiduciary relationship among the Parties. G. Waiver of Consequential Damages. Notwithstanding anything to the contrary set forth in this Agreement and subject to only Section 8 hereof, no Party (nor any of its officers, directors, employees or representatives, nor any affiliates thereof) shall be liable to the other party for any special, indirect or consequential losses or damages, for lost revenues or lost profits, or for any other special incidental, punitive, exemplary or similar damages, in each case arising out of, relating to or resulting from an actual or alleged default or breach of this Agreement, the transactions contemplated under this Agreement, or the relationship of the Parties, in each case even if the other Party has been advised of the possibility of such damages, and each Party hereby expressly releases the other Party (and its officers, directors, employees and representatives, and any affiliates thereof) therefrom. H. Assignment. No Party shall assign this Agreement or any of their respective rights gganted hereunder without the prior written consent of the other Parties in each instance. 1. Captions. The captions contained in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained herein, J. Counterparts. This Agreement may be executed in one or more counterparts and by the different Parties hereto under separate counterparts, any one of which need not contain the signatures of more than one Party, but all of which when taken together shall constitute one and the same instrument notwithstanding that all Parties have not signed the same counterpart hereof, K. Performance. TIME IS OF THE ESSENCE OF THIS AGREEMENT AND OF EACH PROVISION HEREOF, 2