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DRAFT 10.15.2007 320252v2 SJR MU205-38 (for now) 3 (c) Provide Developer with exclusive negotiation and development rights to City’s Property. 5. It is expressly understood that execution and implementation of the Contract shall be subject to: (a) A determination by City in its sole discretion that its undertakings are feasible based on the best interests of City. (b) A determination by Developer that the Development is feasible and in the best interests of Developer. 6. This Agreement is effective from the date hereof through May 1, 2008. After such date, neither party shall have any obligation hereunder except as expressly set forth to the contrary herein. 7. Developer shall be solely responsible for all costs incurred by Developer. 8. This Agreement may be terminated upon 5 days written notice by either party to the other if: (a) an essential precondition to the execution of a contract cannot be met; or (b) if, in the respective sole discretion of City or Developer, an impasse has been reached in the negotiation or implementation of any material term or condition of this Agreement or the Contract; or If City terminates the Agreement under this Section 8, or no contract is entered into, all plans and proposals provided to the City shall remain the property of Developer and should be returned to Developer. 9. Developer is designated as sole developer of the Property during the term of this Agreement. 10. If any portion of this Agreement is held invalid by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion of the Agreement. 11. In the event any covenant contained in this Agreement should be breached by one party and subsequently waived by another party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach.