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(b) Nothing in this Agreement shall be interpreted or construed to be a <br />representation or agreement by either the City or the Developer that a mutually acceptable DDA <br />will be produced from negotiations under this Agreement. Nothing in this Agreement shall impose <br />any obligation on either Party to agree to a definitive DDA in the future. Nothing in this <br />Agreement shall be interpreted or construed to be a guaranty, warranty or representation that any <br />proposed DDA that may be negotiated by City staff and the Developer will be approved by the <br />governing bodies of the City. The Developer acknowledges and agrees that the City's <br />considerations of any DDA is subject to the sole and absolute discretion of their City Council and <br />all legally required public hearings, public meetings, notices, factual findings and other <br />determinations required by law. <br />(c) During the Negotiation Period, the Parties shall diligently review and <br />comment on drafts of a DDA prepared by the City Attorney, and if the terms and conditions of <br />such a DDA are agreed upon among the City staff and the Developer, Developer shall submit the <br />DDA fully executed by the authorized representative(s) of the Developer to the City Manager for <br />submission to City Council for review and approval or disapproval. Any future DDA shall consist <br />of terms and conditions acceptable to the Developer and the City Council of the City, in their <br />respective sole and absolute discretion. <br />4. Environmental Review and CEQA Compliance. During the Negotiation Period, <br />all required environmental review of the Project, including full and complete compliance with the <br />California Environmental Quality Act (CEQA), must be completed and brought to the City <br />Council for review, approval, and certification, prior to, or concurrently with, any request for <br />approval of a DDA for the Project. <br />5. Restrictions Against Change in Ownership, Management and Control of <br />Developer and Assignment of Agreement. <br />(a) The qualifications and identity of the Developer and its principals are of <br />particular concern to the City. It is because of these qualifications and identity that the City has <br />entered into this Agreement with the Developer. During the Negotiation Period, no voluntary or <br />involuntary successor -in -interest of the Developer shall acquire any rights or powers under this <br />Agreement, unless an assignment is approved by the City in its sole and absolute discretion. <br />(b) The Developer shall promptly notify the City in writing of any and all <br />changes whatsoever in the identity of the business entities or individuals either comprising or in <br />Control (as defined in Section 5(d)) of the Developer, as well as any and all changes in the interest <br />or the degree of Control of the Developer by any such person, of which information the Developer <br />or any of its shareholders, partners, members, directors, managers or officers are notified or may <br />otherwise have knowledge or information. Upon the occurrence of any significant or material <br />change, whether voluntary or involuntary, in ownership, management or Control of the Developer <br />(other than such changes occasioned by the death or incapacity of any individual) that has not been <br />approved by the City, prior to the time of such change, the City may terminate this Agreement, <br />without liability to the Developer or any other person, by sending written notice of termination to <br />the other Parties, referencing this Section 5(b). <br />20-G—% <br />