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NOW, THEREFORE, with reference to the foregoing recitals and in consideration of the mutual promises, obligations and covenants herein contained, City and Developer agree as follows: AGREEMENT Article I. Description of Property,Effective Date and Term. Section 1.01 Description of Property. The real properties which are the subject of this Agreement are the 6110, described in Exhibit A-1, and to the extent described in this Agreement, SCP, as delineated on the Site Plan attached Exhibit A-2. Section 1.02 Effective Date. This Agreement shall become effective upon the date the ordinance approving this Agreement becomes effective(the "Effective Date"). Section 1.03 Term. The term of this Agreement shall commence on the Effective Date and extend ten(10)years thereafter(the"Term").. Article II. Standards, Laws and Procedures Governing the Project. Section 2.01 Vested Right To Develop...Developer shall have a vested right to develop the Project Site in substantial conformance with the terms and conditions of the Project Approvals, the Subsequent Approvals(defined below) (as and when issued), the Applicable Law (defined below) and amendments as shall, from time to time, be approved pursuant to this Agreement. Specifically, while Developer contemplates constructing the Project Site in accordance with the Project Design Review,DeveloPer shall have the vested right to develop the Project Site with a six-story, approximately 430,000.square foot office building, two parking garages, and surface parking, in accordance with the PUD Development Plan referred to above. Section 2.02 Permitted Uses. The permitted uses and the density and intensity of use of the Project Site; the maximum height, bulk and size of the proposed buildings, provisions for reservation or dedication of land for public purposes and the location of public improvements; the general location of public utilities; and other terms and conditions of development applicable to the Project, shall be as set forth in the Project Approvals, as and when they are issued (but not in any limitation of any right to develop as set forth in the Project Approvals), and any Subsequent Approvals (defined below). Section 2.03 Applicable Law. "Applicable Law" shall mean the existing rules, regulations, official policies, standards and specifications governing permitted uses of the Project Site, governing density, and governing the design, improvements, and all other City regulations, and constriction standards and specifications applicable to the Project Site as set forth in this Agreement and the Project Approvals, and in force and effect on the Effective Date. During the Term, to the extent there are any conflicts between the Project Approvals (including but not -3-