RDA Agmt 2009 Innisfree Ventures II LLC

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WHEREAS, Developer anticipates expending significant funds to conduct certain studies that will be needed to assess the feasibility of the Project. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Good Faith Efforts to Ne otiate. The Parties shall use their best efforts to successfully negotiate an agreement or multiple agreements that will describe the terms and conditions governing development of the Project on the Property. The Parties shall diligently and in good faith pursue such negotiations. Furthermore, the Parties shall use their best efforts to obtain any third-party consent, authorization, approval, or exemption required in connection with the transactions contemplated hereby. Without limiting the generality of the foregoing, Developer agrees to engage in good faith negotiations to acquire the portions of the Property that are not owned by Agency and/or to participate with or otherwise cooperate with the owners of such properly to accomplish the development of the Project. Notwithstanding any contrary provision of this Agreement, the Parties expressly acknowledge and agree that (i) nothing in this Agreement is intended to or shall be construed as a commitment by the Agency to acquire any interest in the Property or any portion thereof, and (ii) this Agreement does not impose a binding obligation on Agency to convey any portion of or interest in the Property to Developer, nor does it obligate Agency to grant any approvals or authorizations required for the Project. Without limiting the generality of the foregoing, Developer expressly acknowledges that any agreement resulting from the negotiations contemplated hereby shall become effective only if the agreement is approved by the Agency governing board following compliance with all applicable notice and hearing requirements and compliance with all other requirements of law, including without limitation the California Environmental Quality Act ("CEQA"). 2. Developer's Exclusive Right to Negotiate With Agency Agency agrees that it will not, during the term of this Agreement, directly or indirectly, through any officer, employee, agent, or otherwise, solicit, initiate or encourage the submission of bids, offers or proposals by any person or entity with respect to the acquisition of any interest in the Agency Property or the development of the Agency Property, and Agency shall not engage any broker, financial adviser or consultant to initiate or encourage proposals or offers from other parties with respect to the disposition or development of the Agency Property or any portion thereof. Furthermore, Agency shall not, directly or indirectly, through any officer, employee, agent or otherwise, engage in negotiations concerning any such transaction with, or provide information to, any person other than Developer and its representatives with a view to engaging, or preparing to engage, that person with respect to the disposition or development of the Agency Property or any portion thereof. 3. Term. The term of this Agreement ("Term") shall commence on the Effective Date, and shall terminate eighteen (18) months thereafter, unless extended or earlier terminated as provided herein. The Term maybe extended for two additional periods of twelve (12) months each upon the mutual written agreement of Developer and Agency acting through and in the discretion of its Executive Director. The maximum Term of this Agreement if both extensions are exercised is forty-two (42) months. 12$4546-2 3 OHS West:260718899.2 19268-3 C14