VDC AT THE MET, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY

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16. ' EFFECTIVE DATE AND TBRM Ol+ AGRBEMBNT This Agreement shall take offeat from and after the date of adoption and approval by the City and the Agency pursuant to. oMolel action oftho governing bodies thereof and shall he effeotive until completlon and acceptance of the Noxus-Improvemenis and Publiely-Owned Improvements. If Geneva Commons is approved by the City and Nexus is not, then Geneva Conunons shall take over Nexus' obligations to construct a portion of the Nexus improvements under this Agreement, but shalt be required to (i) meet slid confer with the Agency and Sandpointo, and using the order of tlroNexus Improvements specilled in ExhibitA as a guide, designate, wluch of the Nexus Improvements shall be constructed using Geneva Commons twenty-five pereent (25%) share of the estimated cost of the total Nexus Improvemonts, and (ii) the parties agrcjo and acknowledge that all re arcnccs }tcreiu to Nexus sltall'bo deemed to be roferences td Genova COmn ens, IfNoxfts is approved and Geneva Commons is not, then Nexus, tho Agency and Sandpointe shall meet and confer in good faith, and using the order of the Nexus Improvements specified in Bythibit. A as a guide, designate which of thoNexus Improvements shall be eortatrucled using Nexus sevcnty-five percent (75%) share of the estimated cost of the total Nexus inrprovome,M. 17, COMMENCEMENT DATE . For purposes of lies Agreement the town "Conunenccment Data" shall refer to the period after lssuanee of City entitlements and shall be deemed to be a date fxlnety (90) days after the issuance of entitlcmcnts to Nexus and Geneva Commons (whichever comes later), T'he Conunencement Date shall be tolled should a valid raferondum petition be presonted challenging either project, or timely litigation be filed and served challenging any oftho entitlements, including approval pursuant to the California Environmental Quality Act. 18, INTEGRATION This Agreonrew integrates all of the torms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreomont betwoon the parties with roepoot to all or any the matters addressed horoln, All waivers of tho provisions of this Agreement must be in writing and sighed by the appropriate authorities of the parties, and all amendments hereto must be in writing and signed by (lie appropriate authorities of the parties, 19, ASSIGNMENT Nexus and Geneva Commons shall have the right to transfer or assign this Agrcgtnerrt, in whom, to any person, entity (public or private), partnership,, John venture, firm or corporation who is the owner of the real property referenced in tho Recital hereto at any time during the term of this Agreomen, provided, however, the rights of Nexus or Geneva Commons under this Agreement may not be transferr$d or assigned unless the written consent of the City. Council is first obtained and any transfer or assignment of the rights under this Agreement shall Include In .EXHIBIT D Otdlnanoo No. NS-2680 t 1 Page 40 of 61