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13. No Development Commitment Made. <br />By its execution of this Agreement, the Agency is not committing itself to or <br />agreeing to undertake: (a) financing, acquisition or disposition of the development; or (b) <br />any other acts or activities requiring the subsequent independent exercise of discretion <br />by the Agency, the City or any agency or department thereof, and the Developer has no <br />reasonable expectation that such commitments will be made in the future. The parties <br />recognize that one or more of the conditions to the Developer's development proposal <br />to formulated during the negotiating period may fail to be met as a result of negotiations, <br />subsequent studies, reviews and proceedings involving the exercise of discretion by the <br />Agency, the City or any agency or department thereof. <br />This Agreement does not constitute a disposition of property by the Agency or <br />the City and does not require a public hearing. Execution of this Agreement by the <br />Agency is merely an agreement to enter into a period of exclusive negotiations <br />according to the terms hereof, reserving final discretion and approval by the Agency and <br />the City as to any Disposition and Development Agreement and all permits, approvals, <br />decisions and/or proceedings in connection therewith. <br />14. Non-Assignability/No Removals or Substitutions <br />The make-up of the Developer is a critical element of the Agency's willingness to <br />enter into this Agreement. Therefore any attempted partial or full assignment, or the <br />removal of either principal member from the Developer shall be a material breach by the <br />Developer entitling the Agency to terminate this Agreement in accordance with Section <br />3 hereof. likewise, no person or entity shall become a principal of the Developer <br />without the written consent of the Agency Board of Directors, as determined in their sole <br />and absolute discretion. The Developer intends to form a limited liability company or <br />similar entity for the purposes of carrying out this Agreement as well as enter into the <br />agreement(s) referenced in Section 2 hereof. Developer shall have the right to assign <br />this Agreement to any entity or entities in which The Related Companies of California, <br />LLC and Griffin Realty Corporation, directly or indirectly, are the controlling <br />members. Prior to any such assignment, Developer shall provide evidence to <br />the Agency's Executive Director confirming the foregoing control requirement, and such <br />assignment shall be subject to the Agency's Executive Director's confirmation that the <br />assignee satisfies such control requirement. If the Agency's Executive Director fails to <br />object to any such assignment within ten (10) days of delivery of the evidence described <br />herein, the Agency shall be deemed to have confirmed satisfaction with the control <br />requirements set forth herein. Notwithstanding the forgoing, Developer shall have the <br />right to select an entity or entities to be party to the Disposition and Development <br />Agreement(s) executed as a result of this Agreement. <br />Z <br />