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granting, authorizing or expressing such approval, satisfaction, certification or opinion, as <br />the case may be, unless such provision expressly provides otherwise. <br />O. Municipal Power. Nothing in this Agreement shall be construed to be in derogation <br />of the powers granted to the municipal corporations by Article XVIII of the Ohio <br />Constitution, including the right to protect the health, safety and welfare of its citizens. <br />P. Further Assurances. The Developer shall take or cause to be taken any and all other <br />or further actions necessary or required of the Developer in order to effectuate any of the <br />terms and provisions herein. <br />Q. Good Faith. Whenever in this Agreement any Party is required or permitted to <br />grant approval or consent, take any action or request any other Party to take any action, <br />make decisions or otherwise exercise judgment as to a particular matter, arrangement or <br />term, the Party granting such approval or consent, taking or requesting such action, making <br />decisions or otherwise exercising judgment shall act reasonably and in good faith and, in <br />the case of approvals or consents, shall act with all deliberate speed in making its <br />determination of whether or not to approve or consent to any particular matter and shall <br />not impose conditions on the granting of such approval or consent that the approving or <br />consenting Party does not believe are necessary in connection with such approval or <br />consent. <br />R. Termination of this Agreement. This Agreement shall terminate and be of no <br />further force and effect in the event that the Developer, or an affiliate thereof, does not <br />obtain title to the Development Site and provide evidence thereof to the City on or before <br />February 1, 2022, provided, however, that the foregoing date shall be extended for so long <br />as any public health emergency remains in effect as determined by the State of Ohio or <br />Cuyahoga County. In the event that this Agreement is terminated pursuant to this <br />subsection (R), the Developer agrees to reimburse the City all expenses incured by the City <br />in connection with this Agreement and its performance hereunder including, but not limited <br />to, the City's reasonable attorney's fees. <br />(Signature Page Follows) <br />22 <br />15785832v23 <br />