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compliance with all other requirements of law, including without limitation the California <br />Environmental Quality Act ("CEQA"). <br />2. Developer's Exclusive Right to Negotiate With City. City agrees that it will not, during <br />the term of this Agreement, directly or indirectly, through any officer, employee, agent, or <br />otherwise, solicit, initiate or encourage the submission of bids, offers or proposals by any person <br />or entity with respect to the acquisition of any interest in the Site or the development of the Site, <br />and City shall not engage any broker, financial adviser or consultant to initiate or encourage <br />proposals or offers from other parties with respect to the disposition or development of the Site <br />or any portion thereof. Furthermore, City shall not, directly or indirectly, through any officer, <br />employee, agent or otherwise, engage in negotiations concerning any such transaction with, or <br />provide information to, any person other than Developer and its representatives with a view to <br />engaging, or preparing to engage, that person with respect to the disposition or development of <br />the Site or any portion thereof. <br />3. Term. The term of this Agreement ("Term") shall commence on the Effective Date, and <br />shall terminate eighteen (18) months thereafter, unless extended or earlier terminated as provided <br />herein. The Term may be extended for up to a maximum of eighteen (18) additional months <br />upon the mutual written agreement of Developer and City acting through and in the discretion of <br />its City Manager. <br />4. Deposit. By not later than the Effective Date, Developer shall pay to the City a cash <br />deposit (the "Initial Deposit") in the amount of Fifty Thousand Dollars ($50,000) to cover third- <br />party costs that City incurs for legal and consulting fees in connection with the Project and the <br />negotiation with Developer regarding agreements for development of the Site, including without <br />limitation, expenses incurred for financial feasibility studies, design analyses, environmental <br />analyses, and legal fees incurred in connection with the negotiation and drafting of agreements <br />with Developer. City will hold the Initial Deposit in a separate City-managed cost-recovery <br />account bearing interest at the City's portfolio rate, and all interest earned on such account shall <br />become a part of the Initial Deposit. If the Term is extended pursuant to Section 3, by not later <br />than the date upon which the extension begins, Developer shall pay to the City an additional cash <br />deposit in the amount of Twenty-Five Thousand Dollars ($25,000) (the "Additional Deposit") <br />which shall be added to the account in which the Initial Deposit has been placed and which City <br />may draw upon for the same purposes as described in this Section. The Initial Deposit, together <br />with the Additional Deposit (if applicable) are hereafter referred to as the "Deposit". If the Site <br />or portions thereof are leased to Developer, at the commencement of the lease, any remaining <br />balance of the Deposit will be credited toward the lease payments or other sums payable by <br />Developer to City. <br />Termination. <br />5.1 Termination by Mutual Agreement. This Agreement maybe terminated at any <br />time by the mutual written consent of the Parties. In the event of such termination, City shall <br />return the balance of the Deposit to Developer, and subject to Section 5.4, neither Party shall <br />have any further rights against or liability to the other under this Agreement. <br />1145383-5 <br />