July 12, 1983 (the "1983 Agreement"). The 1983 Agreement provided, inter alia, for the development of the RiverPark Tower project according to the terms that Carley suggested.
8. Then, in July 1984, the City and Carley entered into an "Amended and Restated Development Agreement" (the "1984 Agreement"). The 1984 Agreement expressly superseded the 1983 Agreement, except that the provisions of the 1983 Agreement relating to RiverPark Tower were incorporated by reference.
9. In contrast to the 1983 Agreement, which had provided that all of the projects were interdependent, the 1984 Agreement contained a severability clause. Additionally, the 1984 Agreement provided for preliminary *1391 agreement on the Courthouse Office Building to be followed by final agreement on lease terms. The Agreement continued, however, in Section 5, to provide that if theparties were unable to reach final, mutually agreeable lease terms for the courthouse, Carley would "relinquish" its right to develop the project and the parties would have no further liability, one to the other.
10. Other than these provisions, the essential elements of the 1984 Agreement were that the City was to acquire, and that Carley was to purchase, upon "mutually agreeable terms and conditions", the sites for the Greek Church restaurant, the town house complex, the Washington Tower West Building, the Courthouse Office Building, the hotel and commercial facilities, and a new project, the Festival Marketplace. Carley then was to "oversee, manage, and coordinate the design, development, construction, equipment, and operation of each of these facilities, substantially in conformance with (i) the plan, (ii) all applicable building codes