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interest in the Site to Developer or for City to provide any financial or other assistance to Developer for development of the Project or the Site; (c) Developer has not acquired, nor will acquire, by virtue of the terms of this Agreement, any legal or equitable interest in real or personal property from City; (d) further efforts by either Party to perform due diligence, arrange or obtain financing, or carry out other acts in contemplation of the possible acquisition, transfer or development of the Site or the Project shall not be deemed evidence of intent by either Party to be bound by any terms, conditions, covenants, restrictions or agreements relating to acquisition, transfer or development of the Site or the Project; (e) as of the Effective Date, City does not own the Site and Agency is, currently, legally prohibited from agreeing to sell or convey the Site to City or authorize entry upon the Site for any due diligence investigation; and (f) nothing in this Agreement is intended to be an express or implied commitment by City to provide financing, exercise any power of eminent domain or other power, acquire, adopt a resolution of necessity to acquire, provide City staff time or other resources or take any other action regarding acquisition of the Site for the Project or otherwise. 5. Negotiation Period. 5.1 Duration. The "Negotiation Period" shall begin on the Effective Date and shall expire at 5:00 p.m. Pacific Time on [TO BE DETERMINED — 180 DAYS], unless extended pursuant to Section 6 or earlier terminated pursuant to Section 5.2. 5.2 Termination. This Agreement shall terminate upon the earliest to occur of the following events: (a) the expiration of the Negotiation Period; (b) termination by City in accordance with Section 13.3; (c) termination by Developer in accordance with Section 13.4; or (d) entry into a DDA by both City and Developer. Notwithstanding any other term, provision, condition, covenant, restriction or agreement contained in this Agreement, including Section 6 or Section 17.9, the aggregate time period of the Negotiation Period shall not exceed three hundred (300) consecutive calendar days. 6. Extension of Negotiation Period. The Negotiation Period may be extended by the mutual written agreement of the Parties for up to a maximum aggregate time period of one hundred twenty (120) days. City's City Manager may authorize and enter into agreements for one or more extensions of the Negotiation Period (subject to the limitation in the immediate preceding sentence) and the limitation in Section 5.2, following receipt of a written extension request and a written report from Developer stating in specific terms the efforts of Developer to date regarding the Project and the DDA and the anticipated steps to be undertaken during the requested extension period regarding the Project and the DDA. Prior to granting any such extension, City's City Manager shall consider the efforts made by Developer under and pursuant to the terms and conditions of this Agreement and to negotiate in good faith regarding a future DDA with City for the Project. Any agreement by City to any requested extension pursuant to this Section 6 shall be in the sole and absolute discretion of City's City Manager. In conjunction with any extension of the Negotiation Period pursuant to this Section 5, the City's City Manager may also agree to amend this Agreement to modify the deadlines for any remaining actions to be taken by either City or Developer, within such extended Negotiation Period. -3- 23152.06025\7001961.5