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phased development but only so long as the initial phase provides acceptable mass, density, quality, and level of investment and is developed immediately. For any phased development, Lincoln will be obligated to develop later phases to acceptable standards of quality and density by dates certain, upon pain of losing development rights for those portions of the development site. 4. Possible ioint development. Although Lincoln is a highly accomplished national developer, it does not have a major established presence in the Hampton Roads region. Accordingly, the parties agree that they shall explore a possible joint development of the Property by Lincoln and a qualified local or regional developer with a proven record of success in developments of the type contemplated herein. The City Entities shall help identify potential local and regional development partners for Lincoln, and Lincoln shall participate in such efforts and discussions in good faith. 5. Minority participation. Any possible agreement resulting from the development proposal resulting from this instrument shall call for the developer to make good faith efforts to have substantial economic participation in the project by African-American citizens of the City of Portsmouth. These good faith efforts shall not entail racial quotas or set-asides, nor shall they entail discrimination against any person or business on the basis of race; and they shall not compromise trade qualifications, good business practices, profitability, or quality. 6. Development proposal. Lincoln, either alone or with its proposed development partner(s), shall present to the City Entities a detailed development proposal for the Property not later than January 31,2012. The City Entities shall then give full and fair consideration to the proposal, including such discussions and negotiations as may be appropriate under the -3-