75A - PH - RESO - SALE 2129 N MAIN ST

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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, AND FOR GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY AND RECEIPT OF WHICH ARE HEREBY ACKNOWLEDGED BY THE PARTIES. 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. Deposits. Concurrent with the Developer's execution of this Agreement, the Developer shall pay to the City a deposit in the amount of Ninety Thousand Dollars ($90,000) in immediately available fimds ( "Initial Deposit ") to ensure that the Developer will proceed diligently and in good faith to fulfill its obligations under this Agreement during the Negotiation Period (as defined in Section 3(a), as part of the consideration for the City's agreement not to negotiate with other persons during the Negotiation Period, and to defray certain costs of the City in pursuing the contemplated negotiations with the Developer during the Negotiation Period, pursuant to this Agreement. City shall draw down against the Initial Deposit for all out of pocket staff and third party costs incurred related to the Project and negotiation of a DDA. Any amount of the Initial Deposit remaining at the conclusion of the Negotiation Period shall be transferred to escrow upon the execution of a Purchase and Sale Agreement and credited against the purchase price thereunder. City shall provide Developer with copies of invoices and such backup information as is reasonably requested by Developer regarding the use of the Initial Deposit on a quarterly calendar basis as the initial Deposit is utilized. Upon each extension of the Negotiation Period occurring pursuant to the provisions of Section 3(b), if any, the Developer shall not be required to make any additional deposit. However, if, at any time the Initial Deposit held by the City is less than Five Thousand Dollars ($5000), Developer shall make an additional Deposit of Twenty Thousand Dollars ($20,000) ( "Additional Deposit "). The Additional Deposit amount shall be subject to the provision above applicable to the Initial Deposit. 3. 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 (the "Effective Date "): (1) execution of this Agreement by the authorized representative(s) of the Developer and delivery of such executed Agreement to the City, (2) payment of the Initial Deposit to the City by the Developer, in accordance with Section 2(a), and (3) approval of this Agreement by the City's execution of this Agreement by their respective authorized representatives and delivery of such executed Agreement to the Developer. The City shall each 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 -2- 75A-6