100608 Exclusive Neg Agmt Goodwill Ind and Foundation for Affordable Hsg

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Section 10. Right of Entry. The Agency shall cooperate with the Developer to provide the Developer the right to enter upon the Site, as necessary, for purposes of conducting investigations to further the objectives of this Agreement. Section 11. Costs and Ex el uses. Each Party shall be responsible for its owns costs and expenses in connection with any activities and negotiations undertaken in connection with this Agreement, and the performance of each Party's obligations under this Agreement. Section 12. Remedies for Breach. (a) In the event of a default by the Agency, the Developer's sole remedy shall be to terminate this Agreement. Following such termination, neither party shall have any further right, remedy or obligation under this Agreement, except that the Developer's obligations pursuant to Section 9 shall survive such termination. Developer expressly waives any claim or entitlement to compensatory or other monetary damages resulting from a breach of Agency's obligations under this Agreement. (b) In the event of a default by the Developer, the Agency's sole remedy shall be to terminate this Agreement. Following such termination, no Party shall have any right, remedy or obligation under this Agreement, except that the Developer's obligations pursuant to Section 9 shall survive such termination. Agency expressly waives any claim or entitlement to compensatory or other monetary damages resulting from a breach of Agency's obligations under this Agreement. (c) Except as expressly provided above, no Party shall have any liability to any other Party for damages or otherwise for any default, nor shall any Party have any other claims with respect to performance under this Agreement. Each Party specifically waives and releases any such rights or claims it may otherwise have at law or in equity. Section 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California and venue shall be proper in the County of Orange. Section 14, Integration. This Agreement contains the entire understanding between the Parties relating to the transaction contemplated by this Agreement, notwithstanding any previous negotiations or agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. Each Party is entering this Agreement based solely upon the representations set forth herein and upon each Party's own independent investigation of any and all facts such Party deems material. Section 15. Assignment. The qualifications and identity of the Developer are of particular concern to the Agency. It is because of those qualifications and identity that the Agency has entered into this Agreement with the Developer. Accordingly, this Agreement may 2.A. — 7