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reasonably requested by the other to facilitate the conduct of the negotiations. Both City and Developer shall exercise reasonable efforts to complete discussions relating to the terms, conditions, covenants, restrictions or agreements of a DDA, all as may be mutually acceptable to both City and Developer, in their respective sole and absolute discretion. The exact terms and conditions of a DDA, if any, shall be determined during the course of these negotiations. Nothing in this Agreement shall be interpreted or construed to be a representation or agreement by either City or Developer that a mutually acceptable DDA will be produced from negotiations under this Agreement. Nothing in this Agreement shall impose any obligation on either Party to agree to a definitive DDA in the future. Nothing in this Agreement shall be interpreted or construed to be a guaranty, warranty or representation that any proposed DDA that may be negotiated by City staff and Developer will be approved by City's City Council. Developer acknowledges and agrees that City's consideration of any DDA is subject to the retained and reserved sole and absolute discretion of City's City Council and any and all legally required public hearings, public meetings, notices, factual findings and other determinations and procedures required by law. City agrees not to solicit any other proposals or negotiate with any other person (the word "person" in this Agreement includes individuals, entities and other groups or associations) regarding development of the Site during the Negotiation Period. Notwithstanding the preceding provisions of this Section 2, City shall have the right to receive and retain unsolicited offers regarding development of the Site from persons other than Developer, but shall not negotiate with the proponent of any such offer during the Negotiation Period and shall advise such proponent that City is a party to this Agreement. Nothing in this Agreement shall prevent or prohibit the Parties from discussing or disclosing the fact that they are a Party to this Agreement. Nothing in this Agreement shall limit, prevent, restrict or inhibit City from providing any information in City's possession or control that is required by law (as determined by the City Attorney for City) to be disclosed, upon request or otherwise. 3. Consultant Work Product. During the Negotiation Period, City shall exercise reasonable efforts to contract for, obtain and deliver to Developer for review, all subject to City's reserved legislative discretion regarding public contracting for such services, all of the professional services and corresponding work product ("Consultant Work Product") described in Exhibit `B" attached to this Agreement ("Consultant List"). City shall exercise reasonable efforts to obtain each item of the Consultant Work Product on or before the respective dates for delivery of such Consultant Work Product set forth in Exhibit "C" attached to this Agreement ("Delivery Schedule") and deliver a copy of such Consultant Work Product to Developer. Developer is authorized to communicate with each consultant on the Consultant List regarding the preparation of the consultant's Consultant Work Product, with concurrent notice of the substance of such communication to City; provided, however, City shall completely control the scope of work, direction and contract administration under each consultant's contract with City. Nothing in this Agreement is intended to make Developer an agent of City or otherwise authorize Developer to act on behalf of City regarding any consultant contract or Consultant Work Product. 4. Developer Acknowledgments. Developer acknowledges and agrees that: (a) under this Agreement, City is not committing itself or agreeing to enter into a DDA or undertake any exchange, sale, lease or other transfer of real property, any disposition of any real property interests to Developer, approve any land use entitlements or undertake any other acts or activities; (b) no provision of this Agreement shall be deemed to be an offer by City, nor an acceptance by City of any offer or proposal from Developer, for City to convey any estate or -2- 23152.06025\7001961.5