Common use of Negotiating Period Clause in Contracts

Negotiating Period. The negotiating period (the “Negotiating Period”) under this Agreement shall be two hundred and seventy (270) days, commencing on the Effective Date. The Negotiating Period may be extended on the Authority’s and the City’s behalf for an additional period of ninety (90) days by the Executive Director (for the Authority) and the City Manager (for the City) if, in the Executive Director’s and the City Manager’s reasonable judgment, sufficient progress toward a mutually acceptable DDA or mutually acceptable DDAs have been made to merit such extension. Notwithstanding the foregoing, if one or more DDA have been negotiated by the Parties and signed and submitted by the Developers within the Negotiating Period, then this Agreement shall be automatically extended for thirty (30) days from the date of such submittal to enable the City and the Authority to (i) determine whether the City and/or the Authority, as applicable, desires to enter into such DDA or DDAs, (ii) take the actions and conduct such hearings as may be necessary to authorize the City and/or Authority to execute such DDA or DDAs, and (iii) to have an appropriate representative of the City and/or Authority execute and deliver the DDA or DDAs. Then if the City or the Authority has not agreed to, authorize and/or executed and delivered the DDA or DDAs, as applicable, by the end of such 30-day period, this Agreement shall terminate automatically unless the Negotiating Period has been mutually extended in writing by the Parties. If by the expiration of the Negotiating Period (as the Negotiating Period may be extended by operation of the preceding paragraph), the Authority, the City, and the Developers have not agreed upon a form of DDA or DDAs to be presented to the Authority Board and the City Council for approval, then this Agreement shall terminate, and no Party shall have any further rights or obligations under this Agreement. If one or more DDAs, are executed by the Authority, the City, and the Developers, as applicable, this Agreement shall thereupon terminate, and all rights and obligations of the Parties shall be as set forth in the executed DDA or DDAs.

Negotiating Period. (a) The negotiating period (the “"Negotiating Period”") under this Agreement shall be two hundred and seventy nine (2709) daysmonths, commencing on the Effective DateDate of this Agreement, subject to extension as set forth below and/or by mutual agreement of the Parties in writing (subject to the last sentence of this Section 1.2(a)). The Developer may extend the Negotiating Period twice, subject to the reasonable approval of the City Manager, each extension shall be for a period of three (3) months. The Developer shall deliver thirty (30) days prior written notice of the Developer's intent to exercise the extension ("Extension Notice"). Concurrently with the delivery of an Extension Notice, the Developer shall deliver to Escrow a non-refundable extension payment of Ten Thousand Dollars ($10,000) (each, an "Extension Payment"). Each Extension Payment shall be entirely non-refundable upon delivery into Escrow, but in the event the Developer and City enter into a DDA and the Developer acquires the Property from the City, the Extension Payments shall be credited against any cash purchase price paid by the Developer to the City. The Negotiating Period may be extended on or modified beyond the Authority’s and extensions described in the City’s behalf for an additional period preceding sentence only by formal action of ninety (90) days by the Executive Director (for the Authority) and the City Manager Council. (for the Cityb) if, in the Executive Director’s and the City Manager’s reasonable judgment, sufficient progress toward If a mutually acceptable DDA or mutually acceptable DDAs have has not been made to merit such extension. Notwithstanding the foregoing, if one or more DDA have been negotiated executed by the Parties and signed and submitted by the Developers within the Negotiating Period, then this Agreement shall be automatically extended for thirty (30) days from the date of such submittal to enable the City and the Authority to (i) determine whether the City and/or the Authority, as applicable, desires to enter into such DDA or DDAs, (ii) take the actions and conduct such hearings as may be necessary to authorize the City and/or Authority to execute such DDA or DDAs, and (iii) to have an appropriate representative of the City and/or Authority execute and deliver the DDA or DDAs. Then if the City or the Authority has not agreed to, authorize and/or executed and delivered the DDA or DDAs, as applicable, by the end of such 30-day period, this Agreement shall terminate automatically unless the Negotiating Period has been mutually extended in writing by the Parties. If Developer by the expiration of the Negotiating Period (as the Negotiating Period may be extended by operation of pursuant to the preceding paragraph), the Authority, the City, and the Developers have not agreed upon a form of DDA or DDAs to be presented to the Authority Board and the City Council for approval, then this Agreement shall terminate, terminate and no neither Party shall have any further rights or obligations under this Agreement, except that any provision of this Agreement that is specified to survive termination shall remain in effect, and the Escrow agent shall release to the City any Extension Payments being held in Escrow. If one or more DDAs, are a DDA is executed by the Authority, the City, City and the DevelopersDeveloper, as applicablethen, upon execution of the DDA, this Agreement shall thereupon terminate, and all rights and obligations of the Parties shall be as set forth in the executed DDA or DDAsDDA. After execution of a DDA, any Extension Payments made by the Developer shall be disbursed at the closing under the DDA, pursuant to the terms thereof.

Negotiating Period. The negotiating period under this Agreement is a period of 365 days, commencing on the Effective Date (the “Negotiating Period”) under this Agreement shall be two hundred and seventy (270) days, commencing on the Effective Date). The Negotiating Period may be extended on the Authority’s and the City’s behalf twice, each time for an additional 90-day period of ninety (90) days by the Executive Director (for written agreement by the Authority) and Parties, as provided below. The City Manager of the City, or his or her designee, has the authority to agree to such an extension on behalf of the City Manager (for the City) if, in the Executive Director’s and the City Manager’s reasonable or designee’s judgment, sufficient progress has been made toward the execution of a mutually acceptable DDA or mutually acceptable DDAs have been made DDLA and the terms of the City Assistance, if any, during the Negotiating Period to merit such an extension. Notwithstanding The City Manager or his or her designee also has the foregoing, authority to agree to such an extension if one or more DDA have additional tasks triggered by the environmental review process and required to be completed prior to approval of the DDLA necessitate such an extension. If a DDLA has not been negotiated executed by the Parties and signed and submitted by prior to the Developers within expiration of the Negotiating Period or mutually agreed upon extension of the Negotiating Period, then this Agreement shall be automatically extended for thirty (30) days from the date of such submittal to enable the City terminate and the Authority to (i) determine whether the City and/or the Authority, as applicable, desires to enter into such DDA or DDAs, (ii) take the actions and conduct such hearings as may be necessary to authorize the City and/or Authority to execute such DDA or DDAs, and (iii) to have an appropriate representative of the City and/or Authority execute and deliver the DDA or DDAs. Then if the City or the Authority has not agreed to, authorize and/or executed and delivered the DDA or DDAs, as applicable, by the end of such 30-day period, this Agreement shall terminate automatically unless the Negotiating Period has been mutually extended in writing by the Parties. If by the expiration of the Negotiating Period (as the Negotiating Period may be extended by operation of the preceding paragraph), the Authority, the City, and the Developers have not agreed upon a form of DDA or DDAs to be presented to the Authority Board and the City Council for approval, then this Agreement shall terminate, and no neither Party shall have any further rights or obligations under this Agreement. If one or more DDAs, are a DDLA is executed by the AuthorityParties prior to the expiration of the Negotiating Period or mutually agreed upon extension of the Negotiating Period, upon the City, and execution of the Developers, as applicableDDLA, this Agreement shall thereupon terminate, and all rights and obligations of the Parties shall be as set forth in the executed DDA DDLA and any documentation evidencing the City Assistance, if applicable. The Negotiating Period may also be extended for the period of time that Developer’s compliance is delayed, through no action or DDAsomission of Developer, by a Force Majeure Event. For purposes hereof, “Force Majeure Event” means (1) acts, failures to act and/or delays of the City in accordance with the Schedule of Performance; (ii) acts of God; (iii) flood, fire, earthquake, explosion, pandemic; (iv) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (iv) national or regional emergency, or other event out of Developer’s reasonable control that impacts the ability of Developer or City to meet milestone deadlines as set forth in this Agreement. The foregoing notwithstanding, any extension due to a Force Majeure Event shall run from the time of commencement of the Force Majeure Event, but only if written notice is delivered by Developer to City within thirty (30) days following such commencement of the cause of such Force Majeure Event, and shall continue for the period of time that such Force Majeure Event materially impacts Developer’s or City’s ability to comply with the Schedule of Performance and for a period no longer than 240 days.

Negotiating Period. (a) The initial negotiating period (the “"Phase 1 Negotiating Period”") under this Agreement shall be two hundred and seventy six (2706) daysmonths, commencing on the Effective DateDate of this Agreement. If, prior to the end of the Phase 1 Negotiating Period (1) the City and Developer have agreed upon a Term Sheet setting forth the key terms of the DDA and (2) the Developer has demonstrated progress on meeting its performance obligations under this Agreement, as both determined by the City, the City shall provide notice to the Developer of the commencement of the Phase 2 Negotiating Period (the "Phase 2 Notice"). If prior to the end of the Phase 1 Negotiating Period (1) the City and Developer have n ot agreed upon a Term Sheet setting forth the key terms of the DDA or (2) the Developer has Developer, the City shall retain the Good Faith Deposit (as defined in Section 1.3) and neither Party shall have any further rights or obligations under this Agreement, except that any provision of this Agreement that is specified to survive termination shall remain in effect. (b) The Phase 2 Negotiating Period, if any, shall commence upon the date of the Phase 2 Notice and continue for twelve (12) months thereafter, subject to extension as set forth below. The Developer may extend the Phase 2 Negotiating Period by two (2) three-month extensions, subject to the reasonable approval of the City Manager and provided the Developer has demonstrated progress on meeting its performance obligations under this Agreement, as determined by the City. The Developer shall deliver thirty (30) days prior written notice of the Developer's intent to exercise the extension ("Extension Notice"). The Negotiating Period may be extended on or modified beyond the Authority’s and the City’s behalf for an additional period extensions described above only by formal action of ninety (90) days by the Executive Director (for the Authority) and the City Manager Council. (for the Cityc) if, in the Executive Director’s and the City Manager’s reasonable judgment, sufficient progress toward If a mutually acceptable DDA or mutually acceptable DDAs have has not been made to merit such extension. Notwithstanding the foregoing, if one or more DDA have been negotiated executed by the Parties and signed and submitted by the Developers within the Negotiating Period, then this Agreement shall be automatically extended for thirty (30) days from the date of such submittal to enable the City and the Authority to (i) determine whether the City and/or the Authority, as applicable, desires to enter into such DDA or DDAs, (ii) take the actions and conduct such hearings as may be necessary to authorize the City and/or Authority to execute such DDA or DDAs, and (iii) to have an appropriate representative of the City and/or Authority execute and deliver the DDA or DDAs. Then if the City or the Authority has not agreed to, authorize and/or executed and delivered the DDA or DDAs, as applicable, by the end of such 30-day period, this Agreement shall terminate automatically unless the Negotiating Period has been mutually extended in writing by the Parties. If Developer by the expiration of the Negotiating Period (as the Negotiating Period may be extended by operation of pursuant to the preceding paragraph), the Authority, the City, and the Developers have not agreed upon a form of DDA or DDAs to be presented to the Authority Board and the City Council for approval, then this Agreement shall terminate, terminate and no neither Party shall have any further rights or obligations under this Agreement, except that any provision of this Agreement that is specified to survive termination shall remain in effect. If one or more DDAs, are a DDA is executed by the Authority, the City, City and the DevelopersDeveloper, as applicablethen, upon execution of the DDA, this Agreement shall thereupon terminate, and all rights and obligations of the Parties shall be as set forth in the executed DDA or DDAsDDA.

Negotiating Period. (a) The negotiating period (the “"Negotiating Period”") under this Agreement shall be two hundred and seventy nine (2709) daysmonths, commencing on the Effective DateDate of this Agreement, subject to extension as set forth below and/or by mutual agreement of the Parties in writing (subject to the last sentence of this Section 1.2(a)). The Developer may extend the Negotiating Period twice, subject to the reasonable approval of the City Manager and provided that the Developer has demonstrated progress on meeting its performance obligations under this Agreement, each extension shall be for a period of three (3) months. The Developer shall deliver thirty (30) days prior written notice of the Developer's intent to exercise the extension ("Extension Notice"). Concurrently with the delivery of an Extension Notice, the Developer shall deliver a non-refundable extension payment of Ten Thousand Dollars ($10,000) (each, an "Extension Payment"). Each Extension Payment shall be entirely non-refundable upon delivery, but in the event the Developer and City enter into a DDA and the Developer acquires the Property from the City, the Extension Payments shall be credited against any cash purchase price paid by the Developer to the City. The Negotiating Period may be extended on or modified beyond the Authority’s extensions described in the second and the City’s behalf for an additional period third sentences of ninety (90) days this paragraph only by the Executive Director (for the Authority) and formal action of the City Manager Council. (for the Cityb) if, in the Executive Director’s and the City Manager’s reasonable judgment, sufficient progress toward If a mutually acceptable DDA or mutually acceptable DDAs have has not been made to merit such extension. Notwithstanding the foregoing, if one or more DDA have been negotiated executed by the Parties and signed and submitted by the Developers within the Negotiating Period, then this Agreement shall be automatically extended for thirty (30) days from the date of such submittal to enable the City and the Authority to (i) determine whether the City and/or the Authority, as applicable, desires to enter into such DDA or DDAs, (ii) take the actions and conduct such hearings as may be necessary to authorize the City and/or Authority to execute such DDA or DDAs, and (iii) to have an appropriate representative of the City and/or Authority execute and deliver the DDA or DDAs. Then if the City or the Authority has not agreed to, authorize and/or executed and delivered the DDA or DDAs, as applicable, by the end of such 30-day period, this Agreement shall terminate automatically unless the Negotiating Period has been mutually extended in writing by the Parties. If Developer by the expiration of the Negotiating Period (as the Negotiating Period may be extended by operation of pursuant to the preceding paragraph), the Authority, the City, and the Developers have not agreed upon a form of DDA or DDAs to be presented to the Authority Board and the City Council for approval, then this Agreement shall terminate, terminate and no neither Party shall have any further rights or obligations under this Agreement, except that any provision of this Agreement that is specified to survive termination shall remain in effect. If one or more DDAs, are a DDA is executed by the Authority, the City, City and the DevelopersDeveloper, as applicablethen, upon execution of the DDA, this Agreement shall thereupon terminate, and all rights and obligations of the Parties shall be as set forth in the executed DDA or DDAsDDA. After execution of a DDA, any Extension Payments made by the Developer shall be credited against the cash purchase price at the closing under the DDA, pursuant to the terms thereof.