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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 />(c) Notwithstanding anything in this Agreement to the contrary, Developermay
<br />assign its rights under this Agreement to an Affiliate (as defined in Section 5(d)), on the condition
<br />that such Affiliate expressly assumes all of the obligations of the Developer under this Agreement
<br />in a writing reasonably satisfactory to the City and further provided that Developer shall, at all
<br />times, control any such Affiliate.
<br />(d) For the purposes of this Agreement, the term "Affiliate" means any person,
<br />directly or indirectly, controlling or controlled by or under common control with the Developer,
<br />whether by direct or indirect ownership of equity interests, by contract, or otherwise. For the
<br />purposes of this agreement, "Control" means possession, directly or indirectly, of the power to
<br />direct or cause the direction of the management and policies of an entity, whether by ownership of
<br />equity interests, by contract, or otherwise.
<br />6. Developer Obligations to Review Draft Agreements and Attend Meetings.
<br />(a) During the Negotiation Period, the Parties shall diligently review and
<br />continent 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 />(b) During the Negotiation Period, the Developer shall also keep City staff
<br />advised on the progress of the Developer in performing its obligations under this Agreement, on a
<br />regular basis or as requested by City Staff including, without limitation, having one or more of the
<br />Developer's employees or consultants who are knowledgeable regarding this Agreement, the
<br />design and planning of the Project and the progress of negotiation of a DDA, such that such
<br />person(s) can meaningfully respond to inquiries from City and regarding the progress of the design
<br />and planning of the Project or the negotiation of a DDA, attend meetings of the City's, when
<br />reasonably requested to do so by their respective staff.
<br />7. Developer to Pay All Costs and Expenses. All fees or expenses of engineers,
<br />architects, financial consultants, legal, planning or other consultants or contractors, retained by the
<br />Developer for any study, analysis, evaluation, report, schedule, estimate, environmental review,
<br />planning and/or design activities, drawings, specifications or other activity or matter relating to the
<br />Property or the Project or negotiation of a DDA that may be undertaken by the Developer during
<br />the Negotiation Period, pursuant to or in reliance upon this Agreement or in the Developer's
<br />discretion, regarding any matter relating to a DDA, the Property or the Project, shall be the sole
<br />responsibility of and undertaken at the sole cost and expense of the Developer and no such activity
<br />or matter shall be deemed to be undertaken for the benefit of, at the expense of or in reliance upon
<br />the City. The Developer shall also pay all fees, charges and costs, make all deposits and provide
<br />all bonds or other security associated with the submission to and processing by the City and all
<br />q EXHIBIT 1
<br />60C-6
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