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16. ' EFFECTIVE DATE AND TERM OF AGREEMENT <br />This Agreement shall take effect from and after the date of adoption and approval by the <br />City and the Agency pursuant to. official action of the governing bodies thereof and shall be <br />effective until completion and acceptance of the Nexus Improvements and Publicly -Owned <br />Improvements. If Geneva Commons is approved by the City and Nexus is not, then Geneva <br />Commons shall take over Nexus' obligations to construct a portion of the Nexus Improvements <br />under this Agreement, but shall be required to (i) meet and confer with the Agency and Sandpointe, <br />and using the order of the Nexus Improvements specified in Exhibit A as a guide, designate which <br />of the Nexus Improvements shall be'constructed using Geneva Commons twenty-five percent <br />(25 %) share of the estimated cost of tho total Nexus Improvements, and (ii) the parties agree and <br />acknowledge that all references heroin to Nexus shall be deemed to bo rofbrences to Geneva <br />Commons. If Nexus is approved and Geneva Commons is not, then Nexus, the Agency and <br />Sandpointe shall meet and confer in good faith, and using the order of the Nexus improvements <br />specified in Exhibit A as a guide, designate which of the Nexus Improvements shall be constmoted <br />using Nexus seventy-five percent (75 %) share of the estimated cost of the total Nexus <br />Improvements, <br />17. COMMENCEMENT DATE <br />For purposes of this Agreement the terns "Commencement Date" shall refer to the period <br />after issuance of City entitlements and shall be deemed to be a data ninety (90) days after the <br />issuance of entitlements to Nexus and Geneva Commons (whichever comes later). The <br />Commencement bate shall be tolled should a valid referendum petition be presented challenging <br />either project, or timely litigation be filed and served challenging any of the entitlements, including <br />approval pursuant to the California Environmental Quality Act. <br />18. INTEGRATION <br />This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, <br />and supersedes all negotiations or previous agreement between the parties with respect to all or <br />any the matters addressed heroin. All waivers of the provisions of this Agreement must be in <br />writing and signed by the appropriate authorities of the parties, and all amendments hereto must <br />be in writing and signed by the appropriate authorities of the parties, <br />19. ASSIGNMENT <br />Nexus and Geneva Commons shall have the right to transfer or assign this Agreement, in <br />whole, to any person, entity (public or private), partnership, joint venture, flan or corporation <br />who is the owner of the real property referenced in the Recital hereto at any time during the term <br />of this Agreement; provided, however, the rights of Nexus or Geneva Commons under this <br />Agreement may not be transferred or assigned unless the written consent of the City Council is <br />first obtained and any transfer or assignment of the rights under this Agreement shall Include in <br />.EXHI.EIT D <br />Ordinance No. NS -2880 i t <br />Page 40 of 51 <br />75A -101 <br />