Agmt 2005 Mercy Housing California (2)

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development alternative for the Property. Exhibit B describes the itemized costs of Developer's Predevelopment Work for which the Agency will payor reimburse the Developer. The Agency has approved the scope, cost and vendor for all Developer's Predevelopment Work. The Agency reserves the right to approve any amendments or modifications to Exhibit B, including the total budget and any component thereof. If Developer incurs costs for Developer's Predevelopment Work not listed in Exhibit B or exceeding the total budget set forth in Exhibit B without approval of the Agency, Developer will be responsible for the excess costs. Developer shall perform the Developer's Predevelopment Work on behalf, and for the benefit, of both Developer and Agency and shall provide Agency with copies of the architectural and financing scenarios and any engineering or other studies, reports or evaluations produced in connection therewith or otherwise pursuant to this Agreement promptly following their completion. Without limiting the generality of the foregoing, it is the express intent of the parties that Agency shall have the right to use all architectural and financing scenarios and other studies, reports and evaluations produced pursuant to this Agreement without further cost or expense regardless of whether or not this Agreement is terminated, whether or not the Parties agree upon and execute a DDA, and whether or not the Property is conveyed to Developer. To effectuate the foregoing, Developer agrees that Agency shall be named as il third-party beneficiary in all written contracts for Developer's Predevelopment Work, that Agency shall have the right to review and approve all such contracts prior to execution, and that in Agency's discretion, Agency shall be a party to all such contracts or shall require Developer and the vendor to execute an assignment of each such contract for the benefit of Agency as assignee. The Parties acknowledge and agree that Agency shall only be obligated to pay for documented costs that Developer incurs for Agency-approved Predevelopment Work prepared pursuant to this Agreement, and shall have no obligation to pay for Developer's administration, overhead or staff costs. (b) Agency hereby grants permission to the Developer, its agents, employees, and assigns, to enter upon the Property, with such personnel, equipment, machinery, vehicles, and material as may be necessary for the purpose of 1) surveying/mapping, 2) environmental inspection/testing, 3) geotechnical inspection/testing, and 4) such other tests and inspections of the Property that Agency may deem necessary or advisable. This permission shall become effective September 23, 2005 and will remain effective until this Agreement is terminated. 8. Agency's Reports and Studies. Within 15 days following the Effective Date, Agency shall make available to Developer for review or copying at Agency's expense all nonprivileged studies, surveys, plans, specifications, reports, and other documents with respect to the Property that Agency has in its possession or control. Studies or documents prepared by Agency and its agents solely for the purpose of negotiating the terms of a DDA or which are otherwise privileged or confidential are excluded from this requirement. 9. Developer's Evidence of Financing. The DDA shall provide that prior to conveyance of the Property, Developer shall provide Agency with development, rehabilitation and operating pro formas for the Project that confirm the financial feasibility ofthe Project, and shall provide evidence satisfactory to Agency that Developer has secured binding commitments, subject only to commercially reasonable conditions, for all financing necessary for the successful completion of the Proj ect. 768633_6 4