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• 4. Exclusive Negotiation Agreement The City agrees that during the term of this <br />Agreement the City will not seek to negotiate a development agreement with any third parties for <br />the development and redevelopment of the Development Property. <br />5. Development Agreement During the term of this Agreement, the City and Ryan <br />agree to negotiate with one another in an attempt to reach an agreement on the terms of an <br />agreement for the development and redevelopment of the Development Property (the <br />"Development Agreement "). The City and Ryan acknowledge and agree that in the negotiation <br />of the Development Agreement each party is entitled to pursue its own best interests and that <br />neither party shall be liable to the other party in the event that the parties are not able to reach a <br />mutually acceptable Development Agreement prior to the expiration or sooner termination of this <br />Agreement. <br />6. Miscellaneous <br />6.1 Default and Attorney's Fees If the City defaults in the performance of its <br />obligations under Section 4 of this Agreement, Ryan may commence an <br />action in Anoka County District Court seeking a court order enjoining the <br />City's breach of said Section 4, and if Ryan prevails in any such action, <br />Ryan shall be entitled to recover from the City its reasonable attorneys' <br />fees and costs. <br />6.2 Execution and Counterparts The City and Ryan may execute separate <br />• counterparts of this Agreement and, in that case, this Agreement shall be <br />deemed to be fully executed upon the parties' exchange of counterpart <br />signature pages. <br />6.3 Complete Agreement This Agreement reflects the entire agreement <br />between the City and Ryan regarding the development of the Development <br />Property and any prior written or oral agreement where understandings are <br />merged herewith. If the City and Ryan enter into a Development <br />Agreement as contemplated in Section 5, the terms of this Agreement shall <br />merge with the terms of the Development Agreement and, in the event of a <br />conflict between the terms of this Agreement and the terms of the <br />Development Agreement, the terms of the Development Agreement shall <br />control. <br />6.4 Termination If the City and Ryan have not executed the Development <br />Agreement on or before the date 60 days from the Effective Date, this <br />Agreement automatically terminates and is of no further force or affect. <br />• <br />1993142v1 2 <br />