25J - AGMT - NEGOTIATION WITH MA MAY THET NAING

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(c) Evidence by way of Litigation Guarantee reflecting clear ownership by Naing and City of their respective properties and the absence of liens or encumbrances on the their respective Properties. 4. Negotiation of Property Exchange. During the Negotiation Period, the Parties shall diligently and in good faith negotiate a property exchange among them. The Parties shall generally cooperate with each other and supply such documents and information as may be reasonably requested by the other to facilitate the conduct of the negotiations. The Parties shall exercise reasonable efforts to complete discussions relating to the terms and conditions of a property exchange and such other matters, as may be mutually acceptable to the Parties, in their respective sole discretion. The exact terms and conditions of the property exchange, if any, shall be determined during the course of these negotiations. The obligation to negotiate in good faith requires the respective Parties to communicate with each other with respect to those issues for which agreement has not been reached, and in such communication to follow reasonable negotiation procedures, including meetings, telephone conversations, and correspondence. The Parties understand that final accord on all issues may not be reached. Nothing in this Agreement shall be interpreted or construed to be a representation . or agreement by either the City or Naing that a mutually acceptable property exchange will culminate from negotiations under this Agreement. Nothing in this Agreement shall impose any obligation on either Party to agree to a definitive property exchange in the future. Nothing is this Agreement shall be interpreted or construed to be a guaranty, warranty or representation that any proposed property exchange that may be negotiated by City staff and Naing will be approved by the governing body of the City. Naing acknowledges and agrees that the City's considerations of any property exchange is subject to the sole and absolute discretion of its City Council and all legally required public hearings, public meetings, notices, factual findings and other determinations required by law. City shall not be liable for any real estate commissions or brokerage fees which may arise in connection with the exchange of real property contemplated by this exclusive negotiation agreement. City and Naing represent that they have not engaged a broker, agent or finder in connection with such purposes. Each party agrees to hold harmless the other party from any claim by any broker, agent or finder retained, or claimed to have been retained, by that party. 5. Restrictions Against Change in Ownership, Management and Control of Naing Property and Assignment of Agreement. (a) During the Negotiation Period, no voluntary or involuntary successor -in- interest of Naing shall acquire any rights or powers under this Agreement. (b) Naing shall promptly notify the City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in control of the Naing Property, as well as any and all changes in the interest or the degree of control of the Naing Property by any such person, of which information Naing is notified or may otherwise have knowledge or information. Upon the occurrence of any significant or material change, whether voluntary or involuntary, in ownership, management or control of the Naing Property (other than such changes occasioned by the death or incapacity of any individual) that has not EXHIBIT 1 25J -5