25J - AGMT - NEGOTIATION WITH MA MAY THET NAING

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been approved by the City, prior to the time of such change, the City may terminate this Agreement, without liability to Naing or any other person, by sending written notice of termination to the other Parties, referencing this Section 6(b). 6. Naing Obligations to Review Draft Agreements and Attend Meetings. (a) During the Negotiation Period, the Parties shall diligently review and comment on drafts of a property exchange agreement prepared by the City Attorney, and if the terms and conditions of such an agreement are agreed upon among the City staff and Naing, Naing shall submit the property exchange agreement fully executed by Naing to the City Manager for submission to City Council for review and approval or disapproval Any future property exchange agreement shall consist of terms and conditions acceptable to Naing and the City Council of the City, in their respective sole and absolute discretion. (b) During the Negotiation Period, Naing shall also keep City staff advised on the progress of Naing in performing his obligations under this Agreement and attend meetings, on a regular basis or as requested by City Staff including, without limitation, having one or more of Naing's employees or consultants who are knowledgeable regarding this Agreement and the progress of negotiation of the property exchange agreement, such that such person(s) can meaningfully respond to inquiries from City regarding the progress of the negotiation of the property exchange agreement. 7. Each Party to Pay Own Costs and Expenses. Each party shall bear the costs of her /its own fees or expenses o£ engineers, architects, financial consultants, legal, planning or other consultants or contractors, for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and /or design activities, drawings, specifications or other activity or matter relating to the potential real property exchange agreement that may be undertaken during the Negotiation Period. Each Party Not To Negotiate With Others. (a) During the Negotiation Period, the City, and its respective staff shall not negotiate with any other person regarding the sale or development of the City Property. The tenon "negotiate," as used in this Agreement, means and refers to engaging in any discussions with a person other than Naing, regardless of how initiated, with respect to that person's acquisition or development of the City Property to the total or partial exclusion of Naing from acquiring the City Property through exchange, without Naing's written consent, subject to the provisions of Section 8(b) and further provided that the City may receive and retain unsolicited offers regarding development of the City Property, but shall not negotiate with the proponent of any such offor during the Negotiation Period. The duty not to negotiate with others, as stated in this paragraph, similarly applies to Naing. (b) Nothing in this Agreement shall limit, prevent, restrict or inhibit the City from providing any information in its possession or control that would Customarily be Sunished to persons requesting information from the City concerning their respective goals, matters of a similar nature relating to development plans or as required by law to be disclosed, upon request or otherwise. EXHIBIT 1 25J -6