Agmt12 Hunter/Storm, LLC Negotiation of Disposition and Development Agmt

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E. The Parties desire to enter into this Agreement to implement the reimbursement policy of Resolution No. 14609 and specifically to cover the costs incurred and to be incurred by City in connection with the negotiation, analysis, drafting and implementation of the potential disposition and development agreement. Developer understands that its funding of such costs is at its sole risk and that nothing in this Agreement is or shall be construed to control or limit the City's exercise of discretion with respect to any aspect of evaluating Developer's Proposal, its ultimate determination to enter into a disposition and development agreement, or its final selection of a developer to develop the Property, nor shall it be construed as making any commitment regarding the granting of any entitlements for development. Developer further acknowledges and understands that City shall be concurrently negotiating a potential disposition and development agreement with a developer selected by the City in the RFQ process for the potential development of the Winslow Parcel for housing purposes, which other developer shall also be paying for the costs of City's evaluation and negotiation of its proposal. Developer further acknowledges and understands and accepts the risk that the City may elect not to negotiate a proposed disposition and development agreement with Developer for any portion of the Property and to discontinue this process completely at any point whatsoever. F. Developer acknowledges and understands that if City and Developer are successful in negotiating a disposition and development agreement for the Developer's Proposal, Developer shall be required to fund City's costs associated with obtaining any land use approvals or entitlements in furtherance of Developer's Proposal for development of the Property (or any portion thereo�. In addition, such development or other agreement shall require Developer to pay for City's expenses. The parties intend that cost recovery by the City for expenses associated with the review, evaluation, and processing of any future applications for development of the Property (or any portion thereofl will be governed either by the proposed disposition and development agreement being negotiated by the Parties or, alternatively, by another reimbursement and processing agreement. G. The Parties intend that as a result of this Agreement, by implementing the reimbursement policy, all costs and expenses associated with City's review, evaluation, consideration, processing of Developer's Proposal, and negotiation, analysis, drafting and implementation of the potential disposition and development agreement, including but not limited to compensation for all City employee staff time and payment of all third party consultant contracts including legal consultants, shall be paid using funds deposited in advance with City by Developer for such purpose and that City shall not be required to advance City funds or incur any liability to cover such costs and expenses. H. The Parties agree that all costs and expenses incurred and to be incurred by Developer relating to Developer's Proposal, including negotiating the deal terms and the proposed disposition and development agreement, are incurred and shall be borne solely by Developer, regardless of how City, in its sole discretion, acts upon Developer's Proposal, whether or not City ultimately enters into a disposition or development agreement, or processes future applications related to Developer's Proposal, or any portion thereof. ATTY/AGR/2012.094/HUNGER STORM DDA REIMBURSEMENT AGREEMENT BLOCK 2 REV:07-20-12 VR Page 2 of 10