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<br />16. EFFECTIVE DATE AND TERM OF AGREEMENT <br /> <br />This Agreement shall take effect from and after the date of adoption and approval by the <br />City and the Agency pursuant to official action of the governing bodies thereof and shall be effective <br />until completion and acceptance of the Nexus Improvements and Publicly-Owned Improvements. If <br />Geneva Commons is approved by the City and Nexus is not, then Geneva Commons shall take over <br />Nexus' obligations to construct a portion of the Nexus Improvements under this Agreement, but <br />shall be required to (i) meet and confer with the Agency and Sandpointe, and using the order of the <br />Nexus Improvements specified in Exhibit A as a guide, designate which of the Nexus Improvements <br />shall be constructed using Geneva Commons twenty- five percent (25%) share of the estimated cost <br />of the total Nexus Improvements, and (ii) the parties agree and acknowledge that all references <br />herein to Nexus shall be deemed to be references to Geneva Commons. If Nexus is approved and <br />Geneva Commons is not, then Nexus, the Agency and Sandpointe shall meet and confer in good <br />faith, and using the order of the Nexus Improvements specified in Exhibit A as a guide, designate <br />which of the Nexus Improvements shall be constructed using Nexus seventy-five percent (75%) <br />share of the estimated cost of the total Nexus Improvements. <br /> <br />17. COMMENCEMENT DATE <br /> <br />For purposes of this Agreement the term "Commencement Date" shall refer to the period <br />after issuance of City entitlements and shall be deemed to be a date ninety (90) days after the <br />issuance of entitlements to Nexus and Geneva Commons (whichever comes later). The <br />Commencement Date shall be tolled should a valid referendum petition be presented challenging <br />either project, or timely litigation be filed and served challenging any of the entitlements, including <br />approval pursuant to the California Environmental Quality Act. <br /> <br />18. INTEGRATION <br /> <br />This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, <br />and supersedes all negotiations or previous agreement between the parties with respect to all or <br />any the matters addressed herein. All waivers of the provisions of this Agreement must be in <br />writing and signed by the appropriate authorities of the parties, and all amendments hereto must <br />be in writing and signed by the appropriate authorities of the parties. <br /> <br />19. ASSIGNMENT <br /> <br />Nexus and Geneva Commons shall have the right to transfer or assign this Agreement, in <br />whole, to any person, entity (public or private), partnership, joint venture, firm or corporation <br />who is the owner of the real property referenced in the Recital hereto at any time during the term <br />of this Agreement; provided, however, the rights of Nexus or Geneva Commons under this <br />Agreement may not be transferred or assigned unless the written consent of the City Council is <br />first obtained and any transfer or assignment of the rights under this Agreement shall include in <br />writing the assumption of the duties, obligations, and liabilities arising from this Agreement if <br /> <br />11 <br />