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2 480318v7 JSB TW185-2 TCAAP Site to the Developer or its assigns consistent with the Contract defined below. The conveyance of the TCAAP Site is solely within the discretion of the County following all legally required proceedings; Seventh: The JDA and the Developer have executed this Agreement to document their understanding with respect to the proposed Project. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual obligations of the Parties contained herein, each of them does hereby represent, covenant and agree with the other as follows: 1. Statement of Intent. It is the intention of the Parties that during the term of this Agreement, on or before December 31, 2016, the Developer and the JDA will attempt in good faith to negotiate the terms of a master contract for private development (the “Contract”) which will provide the nature and timing of the public infrastructure and private improvements to be constructed on the TCAAP Site and which, when executed, will supersede this Agreement and all obligations of the Parties hereunder. The Contract will contain such additional terms as either Party believes are necessary for the transaction. 2. Undertaking by Developer. During the term of this Agreement, the Developer will cooperate with the JDA (and the County) to accomplish the activities described in paragraph 1 required to be performed by the Developer, and agrees to utilize commercially reasonable efforts to undertake and analyze the potential and feasibility of the Project and all of the activities described in paragraph 1 required to be performed by the Developer, subject to the JDA’s performance. 3. JDA’s Undertaking and Agreement. (a) The JDA agrees to cooperate with the Developer in the Developer’s undertakings, agrees to utilize commercially reasonable efforts, subject to the Developer’s performance, to accomplish the activities described in paragraphs 1 and 2 above. (b) The JDA further agrees that during the term of this Agreement, the JDA will not provide or enter into any other agreement with any other Party for development of the TCAAP Site. It is the intention of this provision that, during the term of this Agreement, the Developer shall have the exclusive right to negotiate the development of the TCAAP Site with the JDA.