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the Project or negotiation or documentation of a future DDA that may be undertaken by Developer during the Negotiation Period, whether or not this Agreement is, eventually, terminated or extended or a DDA is entered into between City and Developer, in the future. 9. No City Approval. Nothing in this Agreement, nor any comments provided by City staff, nor any failure of City staff to provide comments to any submittal under or pursuant to this Agreement, nor any delivery by City of Consultant Work Product to Developer shall: (1) modify or replace any land use entitlement process of City applicable to the Project; (2) limit the police power land use jurisdiction of City relative to the Project; (3) constitute an approval of all or any portion of the Project by City pursuant to the police power land use jurisdiction of City; or (4) constitute any approval of all or any portion of a fixture DDA with Developer by City. 10. City Due Diligence. City reserves the right to reasonably obtain further information, data and commitments to ascertain the ability and capacity of Developer to own, develop or operate the Site or the Project. Developer acknowledges that Developer may be requested to make certain financial disclosures to City, City staff; legal counsel or other consultants, as part of the financial due diligence investigations of City relating to the transfer of the Site to Developer and development of the Project on the Site by Developer and that any such disclosures may become public records. City shall maintain the confidentiality of financial information of Developer to the extent allowed by law, as determined by the City Attorney for the City of Colton, California. 11. Restrictions Against Change in Ownership, Management or Control of Developer; Assignment of Agreement. 11.1 Developer Assignment. City and Developer acknowledge and agree that City is entering into this Agreement with Developer on the basis of the particular experience, financial capacity, skills and capabilities of Developer. This Agreement is personal to Developer and is not assignable by Developer without the prior written consent of City, which may be given, withheld or conditioned in City's sole and absolute discretion, except as specifically provided in Section 11.3. 11.2 Notice of Changes. Developer shall promptly notify City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in Control (defined in Section 11.4) of Developer, as well as any and all changes in the interest or the degree of Control of Developer by any such person, of which information Developer or any of Developer's shareholders, partners, members, directors, managers or officers are notified or may otherwise have knowledge or information. Upon the occurrence of any significant or material change (more than 20%), whether voluntary or involuntary, in ownership, management or Control of Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by City, prior to the time of such change, City may terminate this Agreement, without liability to Developer or any other person, by sending written notice of termination to Developer, referencing this Section 11.2. 11.3 Assignment to Project Entity. Notwithstanding the foregoing, Developer may assign this Agreement, without City's consent, to a limited partnership or limited liability company in which Developer or Developer's Affiliate (defined in Section 11.4) act as a general partner or managing member, respectively, subject to all of the following conditions: (a) the sole -5- 23152.06025\7001961.5