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1.2 Purpose. The purpose of this Agreement is to set forth the obligations of the Parties and <br />the terms and conditions precedent for the purchase and sale of the City Property from the City <br />to the Developer, and the design, development, construction and operation of the Project on the <br />Project Site. <br />The City has determined that the construction and operation of the Project by Developer <br />within the City will stimulate direct and indirect economic activity within the City, will enhance <br />the quality of life of residents and will provide substantial additional intangible benefits to the <br />City. Further, Developer has agreed to pay fair market value for the City Property subject to the <br />terms set forth in this Agreement. As such, the sale and development of the Project Site pursuant <br />to this Agreement and the fulfillment generally of this Agreement are in the vital and best <br />interests of the City, and the health, safety, morals and welfare of its residents and in accord with <br />the public purposes and provisions of applicable federal, state and local laws and requirements. <br />1.3 Parties. <br />1.3.1 The City. The City is the City of Santa Ana, a municipal corporation of the State <br />of California. The principal office of the City is located at 20 Civic Center Plaza, Santa Ana, <br />California. <br />1.3.2 The Developer. The Developer is , a The <br />principal address of the Developer is . Whenever the term "Developer" is <br />used herein, such term shall include any permitted nominee, assignee or successor in interest as <br />herein provided. <br />1.3.2.1 The parties anticipate that a partnership or other entity (the "Partnership ") <br />may be formed by the Developer for the purposes of acquiring and developing the Site, or any <br />portion thereof. In the event such a Partnership is formed, and provided that an entity owned or <br />controlled by constitutes the sole general partner or managing member of the <br />Partnership, it is the understanding and agreement of the parties that this Agreement may be <br />assigned to and assumed by such Partnership; provided that such Partnership shall assume all the <br />obligations of the Developer hereunder, in form and content satisfactory to the City <br />1.3.2.2 The qualifications and identity of the Developer are of particular concern <br />to the City, and it is because of such qualifications and identity that the City has entered into this <br />Agreement with the Developer. Except as otherwise provided in this Subsection 1.3.2, no <br />voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers <br />under this Agreement, and the Developer shall not assign all or any part of this Agreement <br />without the prior written approval of the City, which approval will be in the City's sole discretion <br />exercised in good faith. This Agreement may be terminated by the City if there is any significant <br />change (voluntary or involuntary) in the management or control of the Developer without City's <br />prior written approval, which approval will not be unreasonably withheld. Except as otherwise <br />provided in this Agreement, for an approved assignment to be effective, the Developer and <br />assignee shall enter into an assignment and assumption agreement in a form reasonably approved <br />by the City. <br />55394.00000\29008220.1 65A -6 <br />