Agmt16 MidPen Housing Corporation

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ARTICLE II NEGOTIATION PERIOD TASKS 2.1 Tasks. The Parties shall use reasonable good faith efforts to accomplish the tasks set forth in this Section within the Term and in accordance with a schedule that will support negotiation and execution of a mutually acceptable DDA prior to the expiration of the Term. The Parties will mutually develop and agree upon a schedule for performance of the following tasks. (a) Financin�and Costs of Project. Developer will provide the City with a preliminary financial analysis for the development and operation of the Project. The financial analysis and proposed financing sources shall be refined during the Term and otherwise as provided in the DDA. (b) City Assistance. The City and the Developer shall negotiate the terms of City Assistance, if any,to be provided for the Project. (c) Site and Conceptual Plans. Developer shall submit to the City conceptual plans for the development of the Property ("Conceptual Plans"). The City shall review and comment on the Conceptual Plans in a timely manner. (d) Schedule of Performance. The Developer and the City agree to negotiate a Schedule of Performance to be incorporated into the DDA, which shall specify Project development milestones, including without limitation the date by which an application for planning approvals will be submitted,the date by which financing commitments will be obtained for the Project, and the dates for the commencement and completion of Project construction (including any proposed phasing thereo fl. (e) Due Dili�nce. During the Term, the Developer shall conduct due diligence activities, including but not limited to planning, soils report, hazardous materials report, financial feasibility analysis, and title inspection. (� Phvsical Adequacv Determination. The Developer shall conduct physical due diligence activities to determine whether the Property is suitable for the Project,taking into account the geotechnical and soils conditions,the presence or absence of toxic or other hazardous materials, the massing of the proposed Project improvements and applicable parking requirements,and other environmental and regulatory factors that the Developer deems relevant. If, in the Developer's judgment based on such investigations and analyses,the Property is not suitable for development of the Project, the Developer may deliver written notice to the City prior to the expiration of the Term of its determination("Termination Notice"). Upon delivery of such notice,this Agreement shall be terminated without further action of either Party, and thereafter neither Party shall have any further duties, obligations, rights, or liabilities under this Agreement except as expressly provided herein. (g) Title Inspection. Within thirty (30) days following the Effective Date, Developer shall obtain a Preliminary Title Report(the"Preliminary Title Report") for the Property. If the REV:05-18-16 VR ATTY/AGR.2016.103/MID PEN HOUSING Page 3 of 11