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ARTICLE I <br /> EXCLUSIVE NEGOTIATIONS <br /> l.l Incorporation of Recitals. The Parties acknowledge the truth of the foregoing Recitals <br /> which are hereby incorporated into this Agreement. <br /> 1.2 Good Faith Ne�otiations. During the Term of this Agreement, the Parties shall act <br /> diligently and in good faith to negotiate a DDA that will describe the terms and conditions that <br /> would govern the conveyance of the Property and the development of the Project. Such terms and <br /> conditions shall include,without limitation: (i) disposition price and terms for conveyance of the <br /> Property, (ii)conditions precedent to the conveyance of the Property, (iii)requirements pertaining <br /> to development of the Project, including without limitation, site remediation if applicable, <br /> entitlements, design, density, phasing and development schedule, (iv) requirements regarding <br /> affordability and occupancy restrictions,and(v)Project financing, including the terms of any City <br /> financial assistance for the Project("City Assistance"). <br /> 1.3 Term. The term of this Agreement ("Term") shall be 180 days, commencing on the <br /> Effective Date. The Term may be extended by an additional 90 days by written mutual agreement <br /> of the Parties. The City's Assistant City Manager shall have the authority to agree to such an <br /> extension on behalf of the City if in the Assistant City Manager's judgment, sufficient progress <br /> toward execution of a mutually acceptable DDA has been made to merit such extension. In <br /> addition, upon mutual written agreement of the Parties,the Term shall be extended as reasonably <br /> necessary for preparation and review of any supplemental environmental documentation that City <br /> determines is required prior to City Council consideration of a proposed DDA. <br /> If a DDA has not been executed by the Parties by the expiration of the Term as such may be <br /> extended pursuant to this Section,this Agreement shall terminate,and neither Party shall have any <br /> further rights or obligations under this Agreement except as may be expressly stated herein. If a <br /> DDA is executed by the Parties, then upon such execution, this Agreement shall terminate, and <br /> except as to such provisions of this Agreement that expressly survive termination, all rights and <br /> obligations of the Parties shall be as set forth in the executed DDA and related documents, <br /> including, if applicable, documents pertaining to City Assistance. <br /> 1.4 Exclusive Negotiations. During the Term,the City shall not negotiate with any entity other <br /> than the Developer regarding disposition and development of the Property,nor will City solicit or <br /> entertain bids or proposals to do so. <br /> 1.5 Identification of Developer and City Representatives. The Developer's representative to <br /> negotiate the DDA and related documents, including those pertaining to any City Assistance is Jan <br /> Lindenthal. The City representative to negotiate the DDA and related documents, including those <br /> pertaining to any City Assistance is Aaron Aknin, Assistant City Manager. Either Party may <br /> designate a substitute representative by giving written notice to the other Party. <br /> REV:05-18-16 VR <br /> ATTY/AGR.2016.103/MID PEN HOUSING <br /> Page 2 of 11 <br />