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NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE <br />PARTIES RELATING TO THE PROJECT AND THE COVENANTS AND PROMISES OF <br />THE CITY AND THE DEVELOPER SET FORTH IN THIS AGREEMENT, THE CITY AND <br />THE DEVELOPER AGREE AS FOLLOWS: <br />1. Incorporation of Recitals. The Recitals of fact set forth above are true and correct <br />and are incorporated into this Agreement, in their entirety, by this reference. <br />2. Term of Agreement. <br />(a) The rights and duties of the City and the Developer established by this <br />Agreement shall commence on the first date on which all of the following have occurred <br />("Effective Date"): (1) execution of this Agreement by the authorized representative(s) of the <br />Developer and delivery of such executed Agreement to the City, and (2) approval of this <br />Agreement by the City's execution of this Agreement by its respective authorized representatives <br />and delivery of such executed Agreement to the Developer. The City shall deliver a fully executed <br />counterpart original of this Agreement to the Developer, within ten (10) calendar days after the <br />governing bodies of the City have approved this Agreement, and theirauthorized representatives <br />have executed this Agreement. This Agreement shall continue in effect until July 31, 2018 <br />("Negotiation Period"), subject to the limitations of Section 2(b). <br />(b) Upon the Effective Date, the City and Developer shall proceed with <br />continued negotiations according to the Schedule of Performance outlined in Exhibit `B" attached <br />herewith and incorporated herein by reference. <br />(c) The Negotiation Period may be extended upon the mutual written <br />agreement of the City Manager and the Developer for up to three (3) additional ninety (90) calendar <br />day periods, as needed to complete the DDA negotiations and environmental review of the Project. <br />(d) This Agreement shall automatically expire and be of no further force or <br />effect at the end of the Negotiation Period (as may be extended pursuant to the terms of this <br />Agreement), unless, prior to that time, the City and the Developer approve and execute a separate <br />DDA acceptable to the two Parties, in their respective sole and absolute discretion, in which case <br />this Agreement will terminate on the effective date of such DDA. <br />3. Negotiation of DDA. <br />(a) During the Negotiation Period, the Parties shall negotiate diligently and in <br />good faith to negotiate a DDA among them. The Parties shall generally cooperate with each other <br />and supply such documents and information as may be reasonably requested by the other to <br />facilitate the conduct of the negotiations. The Parties shall exercise reasonable efforts to complete <br />discussions relating to the terms and conditions of a DDA and such other matters, as may be <br />mutually acceptable to the Parties, in their respective sole discretion. The deal points attached <br />hereto as Exhibit "C" and incorporated herein by reference shall form the basis for the DDA <br />negotiations. However, the exact terms and conditions of a DDA, if any, shall be determined <br />during the course of these continued negotiations. <br />-2- <br />