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<br />hereto (the "Parties"). Except as provided herein, the Parties shall not be
<br />bound by any agreement until a mutually acceptable BA is approved and
<br />executed by the governing body of the City, County, Tourism Authority and by
<br />the Developer.
<br />
<br />I. THE PA~RTIES, TERM AND NOTICES.
<br /> A. City. The City is a municipal corporation of the State of North
<br />Carolina located in Cabarrus County, North Carolina. The office of the City
<br />is located at 26 Union Street, South, Concord, North Carolina 28026. The
<br />principal officer of the City for purposes of receiving communications,
<br />facilitating approvals and negotiating the BA is W. Brian Hiatt, City
<br />Manager, telephone (704) 789-2500, facsimile (704) 786-7068.
<br />
<br /> B. Developer. Developer is a Revocable Trust existing under the laws of
<br />the State of Missouri, together with such other investors, partners or
<br />affiliates as Developer deems necessary for the Project. Developer has
<br />extensive experience in developing hotels and conference centers throughout
<br />the United States. The principal official of Developer for the purpose of
<br />receiving communications, facilitating approvals and negotiating the BA is
<br />John Q. Hammons, Trustee, telephone (417) 864-4300 facsimile (417) 864-8900.
<br />
<br /> C. County. Cabarrus County is a political subdivision of the State of
<br />North Carolina. The office of the County is located at 65 Church Street,
<br />S.E., Concord, North Carolina 28025. The principal officer of the County for
<br />purposes of receiving communications, facilitating approvals and negotiating
<br />the BA is Frank W. Clifton, Jr., County Manager, telephone (704) 920-2100,
<br />facsimile (704) 920-2820.
<br />
<br /> D. Tourism Authority. Cabarrus County Tourism Authority is a public
<br />authority created by local act of the North Carolina General Assembly, the
<br />governing board of which is appointed by the Cabarrus County Board of
<br />Commissioners. The office of the Tourism Authority is located at 2391 Dale
<br />Earnhardt Boulevard, Kannapolis, North Carolina 28083. The principal officer
<br />of the Tourism Authority for purposes of receiving communications,
<br />facilitating approvals and negotiating the BA is Mark M. Shore, Executive
<br />Director, Cabarrus County Convention & Visitors Bureau, telephone (704)
<br />782-4340, facsimile (704) 782-4333.
<br />
<br /> E. Term of Memorandum of Understanding. Unless this MOU is terminated
<br />by one of the parties in the manner described herein, then from and after the
<br />City's, County's, Tourism Authority's and Developer's execution and delivery
<br />of this MOU ("the "Delivery Date" being the last execution date), the Parties
<br />shall negotiate in good faith with the objective of agreeing upon a mutually
<br />acceptable BA at the earliest practical date consistent with the terms and
<br />conditions of this MOU. If the Parties are unable to negotiate and execute a
<br />mutually agreeable BA within ninety (90) days of the Delivery Date (unless
<br />extended in writing by mutual agreement of all parties) then any party may
<br />cancel this MOU after such 90 days by delivering written notice to the other
<br />parties, whereupon this MOU shall terminate and be of no further force or
<br />effect. Irrespective of the above, in the event that at any time prior to the
<br />execution of the BA, Developer elects not to proceed with the Project,
<br />Developer shall have the right to terminate this MOU by delivering written
<br />notice thereof to the City, County and Tourism Authority.
<br />
<br /> F. Notices. kny notice, demand or other communication which may be
<br />desired or required pursuant to this MOU shall be in writing and shall be
<br />deemed given if and when personally delivered, or upon delivery if sent by
<br />facsimile with a confirmation of receipt, or on the third business day after
<br />being deposited in United States registered or certified mail, postage
<br />prepaid, addressed to the City, County, Tourism Authority or Developer at the
<br />addresses set forth in Sections I.A., I.B., I.C., or I.D., respectively, of
<br />this MOU, or to such other addresses as the City, County, Tourism Authority
<br />or Developer may designate by notice.
<br />
<br />II. MATTERS TO BE INCLUDED IN BUSINESS AGREEMENT
<br /> A. Development Approvals. The Parties acknowledge that certain
<br />development approvals may be necessary or desirable in connection with the
<br />development of the Project, including, without limitation, zoning amendments,
<br />special uses, permits and other modifications to the existing approvals for
<br />the Project. City and County agree to use their best efforts to promptly and
<br />diligently consider and process within their governmental discretion such
<br />zoning and other development approvals required to facilitate the Project.
<br />Under the zoning ordinance of City, the Project is currently zoned B-3
<br />(General Commercial Zoning). To the extent permissible under North Carolina
<br />law, City and County will cooperate with and assist Developer in connection
<br />with the development of the Project including, but not limited to, using
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