ST. JOSEPH AND TALLER SAN JOSE (NEGOTIATION AGMT) - 2014

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6. DEVELOPMENT AGREEMENT 6.1 Negotiation of a Development Agreement and City Assistance. During the Negotiation Period, the CITY and DEVELOPER shall exercise reasonable efforts to complete discussions relating to the terns and conditions of the Development Agreement and such other matters, as may be mutually acceptable to the CITY and DEVELOPER, in their respective reasonable discretion. Nothing herein shall be deemed to be a representation by either the CITY or DEVELOPER that a mutually acceptable Development Agreement will be entered into. Nothing in this Agreement shall impose any obligation on any Party to agree to or execute the Development Agreement or for the CITY to provide any financial or other assistance to DEVELOPER for the Project. Nothing herein shall be deemed to be a guarantee or representation that any proposed Development Agreement will be approved by the CITY Council. DEVELOPER acknowledges and agrees that the CITY consideration of the Development Agreement is subject to the sole and absolute discretion of the CITY Council, any applicable governmental entities and all legally required public hearings, public meetings, notices, factual findings and other determinations required by law. 6.2 Deal Points Memorandum. A written memorandum setting froth in outline form (the "Deal Points Memorandum") of initial proposed terms is attached hereto as Exhibit C and is incorporated herein by this reference. The Deal Points Memorandum is intended to help frame the issues. 6.3 Costs and Expenses. All fees and expenses for engineers, architects, financial consultants, legal, planning and other consultants and contractors, retained by DEVELOPER to perform DEVELOPER's obligations set forth in this Agreement, shall be the sole responsibility of DEVELOPER. All fees and expenses for engineers, architects, financial consultants, legal, planning and other consultants and contractors, retained by the CITY to perform the CITY's obligations set forth in this Agreement, shall be subject to reimbursement pursuant to a reimbursement agreement to be executed concurrently with this Agreement. 7. Developer Tasks During Negotiation Period, During the Negotiation Period DEVELOPER shall, at DEVELOPER's sole cost and expense, undertake the following tasks: 7.1 Design. Not later than ninety (90) days after the Effective Date, DEVELOPER shall use its best efforts to confirm the preliminary configuration and design of the Project. 7.2 Historic Preservation Plan. Within seven (7) days of the Effective Date of this Agreement, the CITY shall provide DEVELOPER with complete and accurate details regarding historic preservation requirements ( "Historic Requirements "). Once Historic Requirements have been received by DEVELOPER, DEVELOPER shall not later than ninety (90) clays after the Effective Date submit to the CITY verification that it has considered the historic nature of the Property, has assembled a rehabilitation team with experience with historic preservation, and has a plan to preserve, at a minimum, the external historic features. Failure by the CITY to provide complete and accurate Historic Requirements shall constitute a breach of this Agreement. -6- as� >�7zzs. i