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EXHIBIT 1
<br />(d) For the purposes of this Agreement, the temp "Affiliate" means any person,
<br />directly or indirectly, controlling or controlled by or under common control with the Developer,
<br />whether by direct or indirect ownership of equity interests, by contract, or otherwise. For the
<br />purposes of this agreement, "Control" means possession, directly or indirectly, of the power to
<br />direct or cause the direction of the management and policies of an entity, whether by ownership of
<br />equity interests, by contract, or otherwise.
<br />6. Developer to Pay All Costs and Expenses. All fees or expenses of engineers,
<br />architects, financial consultants, legal, planning or other consultants or contractors, retained by the
<br />Developer for any study, analysis, evaluation, report, schedule, estimate, environmental review,
<br />planning and/or design activities, drawings, specifications or other activity or matter relating to the
<br />Property or the Project or negotiation of a DDA that may be undertaken by the Developer during
<br />the Negotiation Period, pursuant to or in reliance upon this Agreement or in the Developer's
<br />discretion, regarding any matter relating to a DDA, the Property or the Project, shall be the sole
<br />responsibility of and undertaken at the sole cost and expense of the Developer and no such activity
<br />or matter shall be deemed to be undertaken for the benefit of, at the expense of or in reliance upon
<br />the City. The Developer shall also pay all fees, charges and costs, make all deposits and provide
<br />all bonds or other security associated with the submission to and processing by the City and all
<br />applications and other documents and information to be submitted to the City and by the Developer
<br />pursuant to this Agreement or otherwise associated with the Project. The City shall not be
<br />obligated to pay or reimburse any expenses, fees, charges or costs incurred by the Developer in
<br />pursuit of any study, analysis, evaluation, report, schedule, estimate, environmental review,
<br />planning and/or design activities, drawings, specifications or other activity or matter relating to the
<br />Property or the Project or negotiation of a DDA that may be undertaken by the Developer during
<br />the Negotiation Period, whether or not this Agreement is, eventually, terminated or extended or a
<br />DDA is entered into among the Parties, in the future.
<br />7. City Not To Negotiate With Others.
<br />(a) During the Negotiation Period, the City, and their respective staff shall not
<br />negotiate with any other person regarding the sale or development of the Property. The tern
<br />"negotiate," as used in this Agreement, means and refers to engaging in any discussions with a
<br />person other than the Developer, regardless of how initiated, with respect to that person's
<br />development of the Property to the total or partial exclusion of the Developer from redeveloping
<br />the Property, without the Developer's written consent, subject to the provisions of Section 7(b)
<br />and further provided that they may receive and retain unsolicited offers regarding development of
<br />the Property, but shall not negotiate with the proponent of any such offer during the Negotiation
<br />Period.
<br />(b) Nothing in this Agreement shall limit, prevent, restrict or inhibit the City
<br />from providing any information in its possession or control that would customarily be furnished
<br />to persons requesting information from the City concerning their respective goals, matters of a
<br />similar nature relating to development plans or as required by law to be disclosed, upon request or
<br />otherwise.
<br />PTF7W,
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