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DRAFT <br />December 19, 2012 <br />B. This Agreement does not constitute a disposition of property by the City and/or <br />Authority and does not require a public hearing. Execution of this Agreement by the <br />City and Authority is merely an agreement to enter into a period of negotiations <br />according to the terms hereof, reserving final discretion and approval by the City and <br />Authority as to any disposition and development of the Proposed Development Site and <br />all permits, approvals, decisions and/or proceedings in connection therewith. <br />10. Non-Assignability/No Removals or Substitutions <br />The qualifications and identity of the Developer is a critical element of the City's <br />and Authority's willingness to enter into this Exclusive Negotiating Agreement. <br />Therefore any attempted partial or full assignment, or the removal of any Member of <br />Developer without the prior approval of the City and Authority which may be granted or <br />withheld in the sole and absolute discretion of the City Manager and Executive Director <br />of the Housing Authority, or their designee, shall be a material breach by the Developer <br />entitling the City and/or Authority to terminate this Agreement. Further, within thirty (30) <br />days of execution of this Agreement, Developer shall submit its list of Third Party <br />consultants for review and approval by the City Manager and Executive Director of the <br />Housing Authority, or their designees, and such approval shall not be unreasonably <br />withheld. Developer reserves the right to modify the list from time to time, subject to the <br />aforementioned approval process. <br />11. Default. <br />(a) Failure or delay by either Party to perform any material term or <br />provision of this Agreement shall constitute a default under this Agreement. The Party <br />claiming that a default has occurred shall give written notice of default to the Party <br />claimed to be in default, specifying the alleged default. Delay in giving such notice shall <br />not constitute a waiver of any default nor shall it change the time of default. If the Party <br />who is claimed to be in default by the other Party cures, corrects or remedies the <br />alleged default within thirty (30) calendar days after receipt of written notice specifying <br />such default, such Party shall not be in default under this Agreement. <br />(b) If the nature of the alleged default is such that it cannot reasonably <br />be expected to be cured within a thirty (30) day cure period as provided above, the <br />Party shall not be in default if such Party promptly commences to cure the alleged <br />default, diligently pursues the completion of such cure, and completes the cure as soon <br />as practicable thereafter. However, the injured Party shall have no right to exercise any <br />remedy for a default under this Agreement, without first delivering written notice of the <br />default. <br />(c) If a default of either Party remains uncured for more than thirty (30) <br />calendar days following receipt of written notice of such default, a "breach" of this <br />EXHIBIT 1 <br />6 <br />8OA-12