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ATTACHMENT A Section 3.13 No Third Party Beneficiaries. This Agreement is made and entered into solely for the benefit of the City and the Developer and no other person shall have any right of action under or by reason of this Agreement. Section 3.14 Actions By The City. Whenever this Agreement calls for or permits the approval, consent, authorization or waiver of the City, the approval, consent, authorization, or waiver of the City Manager of the City shall constitute the approval, consent, authorization or waiver of the City without further action of the City Council. Section 3.15 Termination. In the event of an impasse on material terms, during the Negotiating Period, lasting more than 30 days, the City or Developer may, at its sole option, terminate this Agreement at any time by mailing a notice in writing to the other party. The Agreement shall then be deemed terminated and no further work shall be performed by Developer. If the Agreement is so terminated by the City, Developer shall, pursuant to Section 2.14, be reimbursed for predevelopment expenses and paid for the percentage of the work completed at the time the notice of termination is received. Upon termination and/or completion of this Agreement, all reports, drawings designs, plans, and other work products completed by the Developer in the performance of this Agreement shall be delivered to the City and shall become City property. Section 3.16 Developer Status. In performing the obligations set for the in this Agreement, Developer, shall have the status of in independent contractor and Developer shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Developer are its agents and employee and are not agents or employees of City. IN WITNESS WHEREOF, this Agreement has been executed by the parties on the date first above written. DEVELOPER: MIDPEN HOUSING CORPORATION By: Its: CITY: CITY OF PLEASANTON By: Its: 11