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ATTACHMENT A F. The purpose of this Agreement is to establish procedures and standards for (i) performance of the Predevelopment Activities, (ii) selection of the Development option by the City, (iii) negotiation by the City and the Developer of a disposition and development agreement (a "DDA") which would govern the development of the Development, ownership of Site and the Development and performance of the Development Activities, and (iv) conditions to payment of a predevelopment fee to the Developer and reimbursement of certain predevelopment expenses incurred by Developer if the parties fail to negotiate a DDA. As more fully set forth in Section 3.1, the Developer and City acknowledge and agree that this Agreement in itself does not obligate any party to acquire or convey any property, does not grant the Developer the right to develop the Development, and does not obligate the Developer or the City to any activities or costs to develop the Development, except for the preliminary analysis and negotiations • contemplated by this Agreement. G. The City and Developer acknowledge that any commitment by Pleasanton Gardens that is necessary for the development to move forward, including those detailed in Task 2 of the Scope of Work, require written approval of the Pleasanton Gardens Board of Directors. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties mutually agree as follows: ARTICLE 1. EXCLUSIVE NEGOTIATIONS Section 1.1 Good Faith Negotiations. The City and the Developer shall negotiate diligently and in good faith, during the Negotiating Period described in Section 1.2, the terms of a DDA for the development of the Development on the Site. The RFP, Scope of Work, and subsequent refinement of the concepts in the RFP through the performance of the Predevelopment Activities outlined in Article 2 shall serve as a guide in the negotiation of the DDA. During the Negotiating Period, the parties shall use good faith efforts to accomplish the Predevelopment Activities outlined in Article 2 to facilitate the negotiation of a mutually satisfactory DDA upon the selection by the City of the Preferred Development Option (defined in Section 2.1 below). Among the issues to be addressed in the negotiations, through the performance of the Predevelopment Activities, are: (i) whether the Site is to include only the Kottinger Parcel or also include the Additional Parcels and the Pleasanton Gardens Parcel, (ii) the physical and title conditions of the Site, (iii) the preliminary site plan of the Development; (iv) financing of the Development, and (v) review of Department of Housing and Urban Development("HUD") requirements regarding the disposition of the Kottinger Parcel. Section 1.2 Negotiating Period. The negotiating period (the "Negotiating Period") under this Agreement is three hundred sixty (360) days, commencing on the Effective Date, 2