05 EXCLUSIVE NEGOTIATING AGMT 2012-11-19

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DRAFT November 14, 2012 B. This Agreement does not constitute a disposition of property by the City and/or Authority and does not require a public hearing. Execution of this Agreement by the City and Authority is merely an agreement to enter into a period of negotiations according to the terms hereof, reserving final discretion and approval by the City and Authority as to any disposition and development of the Proposed Development Site and all permits, approvals, decisions and/or proceedings in connection therewith. 10. Non-AssignabilitylNo Removals or Substitutions The qualifications and identity of the Developer is a critical element of the City's and Authority's willingness to enter into this Exclusive Negotiating Agreement. Therefore any attempted partial orfull assignment, or the removal of any Member of Developer without the prior approval of the City and Authority which may be granted or withheld in the sole and absolute discretion of the City Manager and Executive Director of the Housing Authority, or their designee, shall be a material breach by the Developer entitling the City and/or Authority to terminate this Agreement. Further, within thirty (30) days of execution of this Agreement, Developer shall submit its list of Third Party consultants for review and approval by the City Manager and Executive Director of the Housing Authority, or their designees, and such approval shall not be unreasonably withheld. Developer reserves the right to modify the list from time to time, subject to the aforementioned approval process. 11. Defau It. (a) Failure or delay by either Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. If the Party who is claimed to be in default by the other Party cures, corrects or remedies the alleged default within thirty (30) calendar days after receipt of written notice specifying such default, such Party shall not be in default underthis Agreement. (b) If the nature of the alleged default is such that it cannot reasonably be expected to be cured within a thirty (30) day cure period as provided above, the Party shall not be in default if such Party promptly commences to cure the alleged default, diligently pursues the completion of such cure, and completes the cure as soon as practicable thereafter. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement, without first delivering written notice of the default. (c) If a default of either Party remains uncured for more than thirty (30) calendar days following receipt of written notice of such default, a "breach" of this EXHIBIT 1 6 ,~ . s~~; ~. ~.