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1. Good Faith Efforts to Negotiate. The Parties shall use their best efforts to successfully <br /> negotiate an agreement that will describe the terms and conditions governing development of the <br /> Project on, and the ground lease of, the Site. The Parties shall diligently and in good faith pursue <br /> such negotiations. Furthermore, the Parties shall use their best efforts to obtain any third -party <br /> consent, authorization, approval, or exemption required in connection with the transactions <br /> contemplated hereby. This Agreement does not impose a binding obligation on City to convey <br /> any portion of or interest in the Site to Developer, nor does it obligate City to grant any <br /> approvals or authorizations required for the Project; however, as part of the foregoing <br /> negotiations, the City agrees to diligently work on the processing of entitlements sought by <br /> Developer for the Project. Without limiting the generality of the foregoing, Developer expressly <br /> acknowledges that any agreement resulting from the negotiations contemplated hereby shall <br /> become effective only if the agreement is approved by the City Council following compliance <br /> with all applicable notice and hearing requirements and compliance with all other requirements <br /> of law, including without limitation the California 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 three (3) years thereafter, unless extended or earlier terminated as provided <br /> herein. The Term may be extended twice for additional periods of eighteen (18) months each, up <br /> to an aggregate maximum extension of three (3) additional years, upon the mutual written <br /> agreement of Developer and City acting through and in the discretion of its City Manager. <br /> 4. Deposit. In recognition of the expenses incurred to date by the Developer, a deposit is <br /> not required in connection with this Agreement. <br /> 5. Termination. <br /> 5.1 Termination by Mutual Agreement. This Agreement may be terminated at any <br /> time by the mutual written consent of the Parties. In the event of such termination and subject <br /> to Section 5.4, neither Party shall have any further rights against or liability to the other under <br /> this Agreement. <br /> 5.2 Termination by City for Cause. City shall have the right to terminate this <br /> Agreement upon City's good faith determination that Developer is not negotiating diligently and <br /> 1741070.3 3 <br />