CIVIC CENTER BARRIO HOUSING CORPORATION 10 - 2007

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8/30/07 If to Developer: Civic Center Barrio Housing 980 West 17th Street, Suite "E" Santa Ana, CA 92706 Attention: President 11) Purpose of Agreement of Understanding. A. It is expressly understood and agreed by the parties hereto that this Agreement is an agreement regarding the conduct of negotiations only and does not convey an interest in any property whatsoever. It is further agreed and understood that this Agreement does not imply any obligation on the part of City to enter into any agreement that may result from the negotiations contemplated herein. Acceptance of this Agreement by City is merely an agreement to enter into a period of negotiations subject to the terms and conditions hereof, with City reserving final discretion and approval of any agreement negotiated. Developer enters into this Agreement with knowledge of, and at its own risk as to, the reserved discretion of City. B. This Agreement does not impose any contractual obligations whatsoever unless and until a Development Agreement is executed, if ever. City and Developer each agree that its approval and acknowledgement of this Agreement shall not impose upon the other any duty whatsoever to continue negotiations in good faith or otherwise, and that each party shall continue the have the absolute right to propose different terms or to unilaterally terminate negotiations altogether. Neither the City nor Developer shall have any expectations that any subsequent agreement will be executed, nor any City entitlement or permit granted. C. The parties acknowledge and agree that the Project is contingent on the City's approval of the numerous discretionary acts, permits and entitlements, for which the parties further acknowledge that the City is fully entitled to approve, approve with conditions or deny for any reason in accordance with the applicable laws. 12) Litigation Matters. The Courts of the State of California in and for the County of Orange shall have exclusive jurisdiction of any litigation between the parties arising out of or connected to this Agreement. This Agreement shall be governed by and construed under the laws of the State of California. If any party to this action is required to initiate or defend, or is made a party to any action or proceeding in any way connected with this Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees and costs and expert witness fees and costs.