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<br />/ <br /> <br />, <br />. <br /> <br />- <br /> <br />e <br /> <br />e <br /> <br />Mayor Dennis Probst <br />Page 3 <br />JUlie 22, 2001 <br /> <br />Land and work together to negotiate a mutually acceptable Agreement prior to expiration of 60-days from <br />the expiration of the Initial Period ("Negotiation Period"). Ifthe parties are unable to mutually agree <br />during the Negotiation Period on the final form of an Agreement, either party shall have the right to <br />tern1inate this letter; provided, however, that each party would remain liable for and be required to make <br />arrangements for the payment of all amounts due pursuant to the agreed-upon budget expended to that <br />point in time. The Purchaser shall endeavor in good faith to cause an initial draft of the Agreement to be <br />delivered to the Seller within thirty days ofthe expiration of the Initial Period, <br /> <br />B. Master Planning Process. The intention of the parties is that the master planning of the Entire Site <br />shall be pursued "jointly". During the Initial Period, the parties shall agree on the responsibilities of each <br />party as it relates to the master planning process. A preliminary list of responsibilities shall include <br />environmental, zoning, entitlements, approvals, site planning, subdivision, utilities, storm water <br />management, surveys, public finance assistance, development agreements, road improvement approvals, <br />and cost contributions related thereto. A final approved schedule of each parties' obligations and when <br />these are expected to be performed shall be finalized during the Negotiation Period and attached to the <br />Agreement. <br /> <br />C. Confidentiality. Except as may be required by law, Seller and Purchaser agree to keep the terms <br />of this transaction confidential and not disclose the names of the parties or the terms of this Letter of <br />intent or the contract to any person who is not representing or assisting respective party in this <br />transaction, who must also keep such information confidential. <br /> <br />D. Exclusivity. During the Initial Period and the Negotiation Period hereinabove described, the City <br />shall not solicit any offers to purchase or develop all or any portion of the Land or enter into an <br />agreement with any other party for the development, sale of any part of the Land or any property adjacent <br />to or contiguous to the Land (for retail or entertainment purposes) until expiration of the Initial Period <br />and Negotiation Period, during which period of time Seller agrees to negotiate in good faith exclusively <br />with Purchaser to enter into a mutually acceptable Agreement that incorporates the terms summarized <br />in this letter of intent. <br /> <br />E. No Contract. Except for the agreements of Seller in Paragraphs C and D, Seller and Purchaser <br />understand there is no binding legal agreement between them concerning the Land until they execute <br />a mutually acceptable Agreement. <br /> <br />For your convenience, I have enclosed two (2) originals ofthis letter of intent. If the foregoing meets <br />with Seller's approval, please have the enclosed executed by or on behalf of the Seller and return one original <br />to me no later than 5:00 p.m, on July 15,2001. If! have not received one fully executed original by such <br />date, this letter of intent shall automatically expire. <br />