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1.2 Purpos . The purpose of this Agreement is to set forth the obligations of the Parties and the terms and conditions precedent for the purchase and sale of the City Property from the City to the Developer, and the design, development, construction and operation of the Project on the Project Site, The City has determined that the construction and operation of the Project by Developer within the City will stimulate direct and indirect economic activity within the City, will enhance the quality of life of residents and will provide substantial additional intangible benefits to the City. Further, Developer has agreed to pay fair market value for the City Property subject to the terms set forth in this Agreement. As such, the sale and development of the Project Site pursuant to this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of the City, and the health, safety, morals and welfare of its residents arld in accord with the public purposes and provisions of applicable federal, state and local laws and requirements. 1.3 Parties 1.3.1 The Cit The City is the City of Santa Ana, a municipal corporation of the State of California. The principal office of the City is located at 20 Civic Center Plaza, Santa Ana, California. 1.3.2 The Developer. The Developer is a The principal address of the Developer is Whenever the term "Developer" is used herein, such term shall include any perraitted nominee, assignee or successor in interest as herein provided. 1.3.2,1 The parties anticipate that a partnership or other entity (the "Partnership") may be formed by the Developer for the purposes of acquiring and developing the Site, or any portion thereof. In the event such a Partnership is formed, and provided that an entity owned or controlled by constitutes the sole general partner or managing member of the Partnership, it is the understanding and agreement of the parties that this Agreement may be assigned to and assumed by such Partnership; provided that such Partnership shall assume all the obligations of the Developer hereunder, in form and content satisfactory to the City 1.3.2.2 The qualifications and identity of the Developer are of particular concern to the City, and it is because of such qualifications and identity that the City has entered into this Agreement with the Developer. Except as otherwise provided in this Subsection 1.3.2, no voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement, and the Developer shall not assign all or any part of this Agreement without the prior written approval of the City, which approval will be in the City's sole discretion exercised in good faith. This Agreement may be terminated by the City if there is any significant change (voluntary or invol-amary) in the management or control of the Developer without Cit3�s prior written approval, which approval will not be unreasonably withheld. Except as otherwise provided in this Agreement, for an approved assigranent to be effective, the Developer and assignee shall enter into an assignment and assumption agreement in a form reasonably approved by the City, 5 5 3 94.00000\29008220.1 65D-1 3