Agmt 2005 Mercy Housing California (2)

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Developer, nor does it obligate Agency to grant any approvals or authorizations required for the Proj ect. 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 rehabilitation or management of the Project, 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, rehabilitation or management of the Property. 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, rehabilitation or management of the Property. 3. Term. The term of this Agreement ("Term") shall commence on the Effective Date, and shall terminate one hundred and eighty (180) days thereafter, unless extended or earlier terminated as provided herein. The Term may be extended for up to a maximum of six (6) additional months upon the mutual written agreement of Developer and Agency acting through and in the discretion of its Executive Director. 4. Description of the Proiect; Compliance with Laws. The Parties agree that the Project will be further detailed in the DDA and will be a permanent affordable rental housing project. The Parties acknowledge there may be land use entitlements required for the Project, and that the Project will be subject to the City's normal development approval process, which process shall be further detailed in the DDA. The Project and the work undertaken pursuant to this Agreement must comply with all applicable state, local and federal laws and regulations, including without limitation, CEQA, California Community Redevelopment Law, and applicable requirements of the California Labor Code (including any applicable provisions thereof pertaining to competitive bidding and payment of prevailing wages). 5. Developer Work and Timeline. Exhibit A details the tasks to be undertaken by Developer during the Term. The Parties agree that should the Term be extended pursuant to Section 3 of this Agreement, Exhibit A shall be revised accordingly and initialed by both Parties at the time of extension. 6. Relationship of the Parties. The Parties agree that nothing in this Agreement shall be deemed or interpreted to create between them the relationship oflessor and lessee, of buyer and seller, or of partners or joint venturers. 7. Developer's Predevelopment Work; Right of Entry. (a) During the Term, Developer shall use its best efforts to prepare three (3) architectural and financing scenarios ("Developer's Predevelopment Work") to determine the most feasible 768633_6 3