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WHEREAS, City is willing to continue the period of exclusive negotiations with Developer concerning Developer's potential development of the Project, subject to the terms and conditions of this Agreement. NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE PARTIES RELATING TO THE PROJECT AND THE COVENANTS AND PROMISES OF THE CITY AND THE DEVELOPER SET FORTH IN THIS AGREEMENT, THE CITY AND THE DEVELOPER AGREE AS FOLLOWS: I . Incorporation of Recitals. The Recitals of fact set forth above are true and correct and are incorporated into this Agreement, in their entirety, by this reference. 2. Term of Agreement, (a) The rights and duties of the City and the Developer established by this Agreement shall commence on the first date on which all of the following have occurred ("Effective Date"): (1) execution of this Agreement by the authorized representative(s) of the Developer and delivery of such executed Agreement to the City, and (2) approval of this Agreement by the City's execution of this Agreement by its respective authorized representatives and delivery of such executed Agreement to the Developer. The City shall deliver a fully executed counterpart original of this Agreement to the Developer, within ten (10) calendar days after the governing bodies of the City have approved this Agreement, and their authorized representatives have executed this Agreement. This Agreement shall continue in effect until May 7, 2020 ("Negotiation Period"), Subject to the limitations of Section 2(b). (b) Upon the Effective Date, the City and Developer shall proceed with continued negotiations according to the Schedule of Performance outlined in Exhibit "B" attached herewith and incorporated herein by reference. (c) This Agreement shall automatically expire and be of no firther force or effect at the end of the Negotiation Period (as may be extended pursuant to the terms of this Agreement), unless, prior to that time, the City and the Developer approve and execute a separate DDA acceptable to the two Parties, in their respective sole and absolute discretion, in which case this Agreement will terminate on the effective date of such DDA. 3. Negotiation of DDA. (a) During the Negotiation Period, the Parties shall negotiate diligently and in good faith to negotiate a DDA among them, The Parties shall generally cooperate with each other and supply such documents and information as may be reasonably requested by the other to facilitate the conduct of the negotiations. The Parties shall exercise reasonable efforts to complete discussions relating to the terms and conditions of a DDA and such other matters, as may be mutually acceptable to the Parties, in their respective sole discretion. (b) Nothing in this Agreement shall be interpreted or construed to be a representation or agreement by either the City or the Developer that a mutually acceptable DDA will be produced from negotiations under this Agreement. Nothing in this Agreement shall impose any obligation on either Party to agree to a definitive DDA in the future. Nothing in this -2-