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NOW, THEREFORE, in consideration of the mutual promises and covenants contained in <br />this Agreement, and for their mutual reliance, the Parties agree as follows: <br />TERMS <br />1. RECITALS. The Recitals above are incorporated herein by this reference as if fully set forth <br />herein. <br />2. EFFECTIVE DATE. This Agreement shall become effective (the "Effective Date ") on <br />the date when this Agreement has been: (a) approved by the CITY Council, and (b) executed by <br />the authorized representatives of each of the CITY and DEVELOPER. <br />3. NATURE OF AGREEMENT. As more particularly described in Section 6.1, this <br />Agreement is not intended to constitute a binding agreement by the CITY and the DEVELOPER <br />to acquire or develop the Property, nor is this Agreement intended as a binding agreement to <br />enter into a 'Development Agreement or any other contract. No Party shall be legally bound to <br />consummate the acquisition of the Property or development of the Project unless and until a <br />Development Agreement has been duly executed by the Parties. Neither the CITY nor the <br />DEVELOPER shall be under any obligation to approve or execute a Development Agreement <br />upon the conclusion of the Negotiation Period (as defined in Section 4 below), and any party <br />may refuse to approve and execute a Development Agreement at its sole and absolute discretion, <br />with or without cause. In the event that a Development Agreement is approved and executed by <br />the Parties, this Agreement shall be superseded by such Development Agreement. <br />4. TERM AND NEGOTIATION PERIOD. The term of this Agreement shall commence <br />on the Effective Date and shall continue thereafter for a period of one hundred eighty (180) days <br />after the Effective Date ( "Negotiation Period "), unless sooner terminated as provided herein. <br />The Negotiation Period may be extended once for no more than one hundred eighty (180) days <br />upon the mutual written agreement of the CITY and DEVELOPER, and all references in this <br />Agreement to the Negotiation Period shall include any such extended period. The Development <br />Agreement may contain further exclusivity language as agreed by the Parties. The City Manager <br />is authorized to extend the Agreement on behalf of the CITY, pursuant to the terms of this <br />Agreement. <br />5. GOOD FAITH NEGOTIATIONS. The CITY, SJIIS and TSJ agree, during the <br />Negotiation Period, to negotiate diligently and in good faith to comply with the terms and <br />conditions set forth in this Agreement and to complete the tasks set forth in Sections 7 and 8, <br />respectively, subject to the following provisions: <br />5.1 The term "negotiate," as used in this Agreement, shall preclude the CITY <br />from soliciting, accepting, reviewing or analyzing, during the Negotiation Period proposals from <br />persons or entities other than DEVELOPER or any of their Affiliates to purchase, acquire an <br />interest in, and /or develop the Property or from entering into any other discussions whether <br />orally or in writing with any other person or entity regarding the purchase, acquisition of an <br />interest in, and /or development of the Property. DEVELOPER acknowledges that, during the <br />Negotiation Period, persons or entities other than DEVELOPER may submit unsolicited <br />proposals to the CITY relating to the purchase, acquisition of an interest in, and /or the <br />-2- <br />48677228.1 <br />25C -6 <br />