Agmt 2005 Olson Urban Housing LLC

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the Parties shall use their best efforts to obtain any third-party consent, authorization, approval, or exemption required in connection with the transactions contemplated hereby. This Agreement does not impose a binding obligation on Agency to acquire any interest in the Property or to convey such interest to Developer, nor does it obligate Agency to grant any approvals or authorizations required for the Project. 2. Developer's Exclusive Right to Negotiate With Agency. Agency agrees that it will not, during the term of this Agreement, directly or indirectly, through any officer, employee, agent, or otherwise, solicit, initiate or encourage the submission of bids, offers or proposals by any person or entity with respect to the acquisition of any interest in the Property or the development of the Property, and Agency shall not engage any broker, financial adviser or consultant to initiate or encourage proposals or offers from other parties with respect to the disposition or development of the Property or any portion thereof. Furthermore, Agency shall not, directly or indirectly, through any officer, employee, agent or otherwise, engage in negotiations concerning any such transaction with, or provide information to, any person other than Developer and its representatives with a view to engaging, or preparing to engage, that person with respect to the disposition or development of the Property or any portion thereof. 3. Assignment of Agency's Exclusive Rights Under Existing Agreements. Agency agrees that within 30 days of the Effective Date, it shall assign Developer any rights of Agency with regard to Third Party Parcels (as identified in Exhibit A) under existing agreements. 4. Term. The term of this Agreement ("Term") shall commence on the Effective Date, and shall terminate one (1) year thereafter, unless extended or earlier terminated as provided herein. The Term may be extended for up to a maximum of twelve (12) additional months upon the mutual written agreement of Developer and Agency acting through and in the discretion of its Executive Director. 5. Description of the Project. The Parties shall agree that the Project that will be further detailed in the DDA will be a mixed-use building(s) with parking on site and other amenities as may be described in the DDA. Uses anticipated in the Project are retail, restaurant, and residential. The residential component of the Project will be in compliance with State and local regulations regarding inclusionary/affordable units. The Parties acknowledge there will be land use entitlements required for the Project, subject to the City's normal development approval process, which process shall be further detailed in the DDA. The Project must comply with the California Environmental Quality Act. The Project requires land assembly to combine the Agency Property with the additional parcels ("Third Party Parcels") on the Site. 6. Developer Work and Timeline. Exhibit B details the tasks to be undertaken by Developer during the Term. The Parties agree that should the Term be extended pursuant to Section 4 of this Agreement, Exhibit B shall be revised accordingly and initialed by both parties at the time of extension. Olson ENRA Page 3 of 11 June 2005