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prior to the termination of this Agreement then, upon such execution, this Agreement shall <br />terminate, and all rights and obligations of the Parties shall be as set forth in the executed DDA. <br />Section 2. Exclusivity. During the ENA Period the Agency shall not negotiate with any <br />person or entity other than the Developer for the sale, lease or development of the Site, nor shall <br />it solicit proposals for development of an affordable housing project on the Site. In the event the <br />Agency receives unsolicited proposals for an affordable housing development on the Site, the <br />Agency shall advise any proponent of an unsolicited proposal of the existence and nature of this <br />Agreement. Nothing contained herein shall prohibit the Agency from studying non - affordable <br />housing alternatives for the Site. <br />Section 3. Negotiations /Limitations of Agreement: During the ENA Period, the Agency and <br />the Developer shall meet from time to time in an attempt to agree upon a DDA based upon the <br />major terms of acquisition and development set forth in Attachment No. 2 to this Agreement. <br />However, this Agreement shall not obligate either the Agency or the Developer to enter into a <br />DDA or to enter into any particular subsequent agreement. In executing this Agreement, <br />Developer expressly acknowledges that it has no expectation whatsoever that a DDA will be <br />successfully negotiated or executed. Rather, Developer is only obtaining Agency's commitment <br />to forego negotiations with any other entity or person for development of the Property and the <br />Agency retains its sole and absolute discretion whether to consider a DDA on the terms in <br />Attachment No. 2 or any other terms. Either party shall likewise have the right to unilaterally <br />suspend or terminate negotiations altogether, but such action shall not relieve the Agency of its <br />obligation to refrain from negotiating with anyone else while this Agreement is in effect. <br />Section 4. Economic Feasibility Analysis. The Parties agree and acknowledge that no <br />determination has been made regarding the Developer's ability to fund the Project and to ensure <br />its long tenor fiscal viability, and that the MHP Loan sought by Developer is a single element of <br />the Project's overall funding requirements. The Parties further agree and acknowledge that this <br />Agreement shall not be interpreted to obligate the Agency to provide any financial assistance to <br />the Project beyond the terms set forth in Attachment No. 2. <br />Section 5. Early Termination <br />(a) The Developer may terminate this Agreement at any time upon written notice to <br />the Agency as provided for in Section 8 of this Agreement. <br />(b) The Agency may terminate this Agreement in the event the Developer's MHP <br />Loan application is denied, or if the Developer fails to file a complete MHP Loan application <br />within one hundred eighty (180) days of the effective date of this Agreement, or pursuant to <br />Section 1 of this Agreement. <br />Section 6. Compliance with City Standards. The project shall be subject to the City of <br />Santa Ana's normal development and approval processes, and nothing contained herein shall be <br />deemed an approval by the City of any aspect of the Project whatsoever. <br />2 <br />2.A. - 5 <br />