RES 17918 - Laserfiche WebLink

the City to grant any approvals or authorizations required for the Project. Without limiting the generality of the foregoing, the parties expressly acknowledge that purchase and sale agreement, ground lease, loan documents or other documents resulting from negotiations shall become effective only if such documents are approved by the City Council following notice and hearing as required by applicable law and compliance with all other requirements of law, including the CEQA as applicable. 4. Sunflower Hills' Exclusive Right to Negotiate With City. The City agrees that it will not, during the term of this Agreement (the "Term") consider or solicit the submission of bids, offers or proposals by any person or entity with respect to the development of the Inclusionary Parcel, and City 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 Inclusionary Parcel. 5. Term. The Term of this Agreement shall commence on the Effective Date, and shall terminate on October 29, 2021, unless extended or earlier terminated as provided herein. The City Manager is authorized to extend the Term by up to an additional one hundred eighty (180) days upon the mutual written agreement(s) of the Parties without further approval of the City Council. Extension of the Term shall be conditional upon execution by Sunflower Hill of all activities described in Section 2 of this Agreement for purposes necessary to complete the negotiation or drafting of future development or loan documents between the Parties. Further extensions of the Term of this Agreement must be agreed upon in writing by all Parties. 6. Termination. This Agreement may be terminated at any time by mutual consent of the parties. City shall have the right to terminate this Agreement upon good faith determination that Sunflower Hill is not proceeding diligently and in good faith to carry out its obligations pursuant to this Agreement. City shall exercise such with by providing at least thirty (30) working days written notice to Sunflower Hill which notice shall describe the nature of Sunflower Hill's default hereunder. Notwithstanding the foregoing, if Sunflower Hill commences to cure such default within such 30-day period and diligently takes all action to cure to completion within the earliest feasible time but not later than ninety (90) days following the date of the notice, this Agreement shall remain in effect. Sunflower Hill shall have the right to terminate this Agreement, effective upon 30 days' written notice to City, if the results of its investigation of the Inclusionary Parcel are unsatisfactory with respect to Sunflower Hill's desired Project or if Sunflower Hill is unable to obtain other necessary approvals, financing, rights or interests. Neither party shall have the right to seek any award of damages as a result of termination of this Agreement pursuant to this Section. 7. Relationship of Parties. The Parties agree that nothing in this Agreement shall be deemed or interpreted to create between them the relationship of lessor and lessee, of buyer and seller, or of partners or joint venturers. 8. AS-IS Conveyance. Except as stated herein, the City makes no representations or warranties regarding the physical condition of the Inclusionary Parcel or its suitability for Sunflower Hill Project. Sunflower Hill acknowledges that City intends to condition Irby Ranch on stubbing utilities to the Inclusionary Parcel, sizing utilities to serve the Project, and grading 4