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(c) Notwithstanding anything in this Agreement to the contrary, Developer
<br />may assign its rights under this Agreement to an Affiliate (as defined in Section 5(d)), on the
<br />condition that such Affiliate expressly assumes all of the obligations of the Developer under this
<br />Agreement in a writing reasonably satisfactory to the City and further provided that Developer
<br />shall, at all times, control any such Affiliate.
<br />(d) For the purposes of this Agreement, the term "Affiliate" means any
<br />person, directly or indirectly, controlling or controlled by or under common control with the
<br />Developer, whether by direct or indirect ownership of equity interests, by contract, or otherwise.
<br />For the purposes of this agreement, "Control" means possession, directly or indirectly, of the
<br />power to direct or cause the direction of the management and policies of an entity, whether by
<br />ownership of equity interests, by contract, or otherwise.
<br />6. Developer Obligations to Review Draft Agreements and Attend Meetings.
<br />(a) During the Negotiation Period, the Parties shall diligently review and
<br />comment on drafts of a DDA prepared by the City Attorney, and if the terms and conditions of
<br />such a DDA are agreed upon among the City staff and the Developer, Developer shall submit the
<br />DDA fully executed by the authorized representative(s) of the Developer to the City Manager for
<br />submission to City Council for review and approval or disapproval. Any future DDA shall
<br />consist of terms and conditions acceptable to the Developer and the City Council of the City, in
<br />their respective sole and absolute discretion.
<br />(b) During the Negotiation Period, the Developer shall also keep City staff
<br />advised on the progress of the Developer in performing its obligations under this Agreement, on
<br />a regular basis or as requested by City Staff including, without limitation, having one or more of
<br />the Developer's employees or consultants who are knowledgeable regarding this Agreement, the
<br />design and planning of the Project and the progress of negotiation of a DDA, such that such
<br />person(s) can meaningfully respond to inquiries from City and regarding the progress of the
<br />design and planning of the Project or the negotiation of a DDA, attend meetings of the City's,
<br />when reasonably requested to do so by their respective staff.
<br />7. 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
<br />the Developer for any study, analysis, evaluation, report, schedule, estimate, environmental
<br />review, planning and/or design activities, drawings, specifications or other activity or matter
<br />relating to the Property or the Project or negotiation of a DDA that may be undertaken by the
<br />Developer during the Negotiation Period, pursuant to or in reliance upon this Agreement or in
<br />the Developer's discretion, regarding any matter relating to a DDA, the Property or the Project,
<br />shall be the sole responsibility of and undertaken at the sole cost and expense of the Developer
<br />and no such activity or matter shall be deemed to be undertaken for the benefit of, at the expense
<br />of or in reliance upon the City. The Developer shall also pay all fees, charges and costs, make all
<br />deposits and provide all bonds or other security associated with the submission to and processing
<br />by the City and all applications and other documents and information to be submitted to the City
<br />and by the Developer pursuant to this Agreement or otherwise associated with the Project. The
<br />City shall not be obligated to pay or reimburse any expenses, fees, charges or costs incurred by
<br />the Developer in pursuit of any study, analysis, evaluation, report, schedule, estimate,
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