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disapprove such proposed assignment or shall respond in writing by stating what further <br />information, if any, the Agency reasonably requires in order to determine the request complete <br />and determine whether or not to grant the requested approval. Upon receipt of such a response, <br />the Developer shall promptly furnish to the Agency such further information as may be <br />reasonably requested. <br />604.4 Successors and Assigns. All of the terms, covenants and conditions of <br />this Agreement shall be binding upon the Developer and its permitted successors and assigns. <br />Whenever the term "Developer" is used in this Agreement, such term shall include any other <br />permitted successors and assigns as herein provided. <br />604.5 Assignment by Agency. The Agency may assign or transfer any of its <br />rights or obligations under this Agreement with the approval of the Developer, which approval <br />shall not be unreasonably withheld; provided, however, that the Agency may assign or transfer <br />any of its interests hereunder to the City at any time without the consent of the Developer. <br />605. Non-Liability of Officials and Employees of the Agency and the Developer. <br />No member, official or employee of the Agency or the City shall be personally liable to the <br />Developer, or any successor in interest, in the event of any Default or breach by the Agency (or <br />the City) or for any amount which may become due to the Developer or its successors, or on any <br />obligations under the terms of this Agreement. <br />606. Relationship Between Agency and Developer. It is hereby acknowledged that <br />the relationship between the Agency and the Developer is not that of a partnership or joint <br />venture and that the Agency and the Developer shall not be deemed or construed for any purpose <br />to be the agent of the other. Accordingly, except as expressly provided herein or in the <br />Attachments hereto, the Agency shall have no rights, powers, duties or obligations with respect <br />to the development, operation, maintenance or management of the Improvements. <br />607. Agency Approvals and Actions. The Agency shall maintain authority of this <br />Agreement and the authority to implement this Agreement through the Agency Executive <br />Director (or his duly authorized representative). The Agency Executive Director shall have the <br />authority to make approvals, sign sales and escrow documents, issue interpretations, waive <br />provisions, and/or enter into amendments of this Agreement on behalf of the Agency so long as <br />such actions do not materially or substantially change the uses or development permitted on the <br />Sites, or materially or substantially add to the costs incurred or to be incurred by the Agency as <br />specified herein, and such approvals, interpretation, waivers and/or amendments may include <br />extensions of time to perform as specified in the Schedule of Performance. All other material <br />and/or substantial interpretations, waivers, or amendments shall require the consideration, action <br />and written consent of the Agency Board. <br />608. Counterparts. This Agreement may be signed in multiple counterparts which, <br />when signed by all parties, shall constitute a binding agreement and shall be deemed to be an <br />original. <br />609. Integration. This Agreement contains the entire understanding between the <br />parties relating to the transaction contemplated by this Agreement. All prior or contemporaneous <br />600457905v2 ~ 38~v <br />