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to the extent such claims arise from the gross negligence or willful misconduct of the City, its Council, officers, employees, agents, successors, and assigns. Section 3.2 City and Housing Authority Obligations. In addition to any obligations stated elsewhere in this Agreement, the City and the Housing Authority, as applicable, shall have the following duties and responsibilities. (a) Approvals. The City shall review any matter submitted by Developer, and advise Developer of approval or of why approval is being withheld or denied. The City's approval, where called for in this Agreement, shall in all instances be evidenced by a writing explicitly granting such approval and signed by the City Manager, or his or her designee, except in those instances where items are deemed approved pursuant to this Agreement. (b) Access to Site. So long as the City or the Housing Authority retains title to or control of the Site, the City and the Housing Authority, as applicable, shall provide Developer and its employees, contractors, and agents such access to the Site (including the existing buildings) as may be reasonably necessary to perform Developer's obligations under this Agreement. (c) City Loan. The City shall ensure that it has available the funds for the City Loan committed in this Agreement and shall expend such funds only in accordance with this Agreement and any approved budgets and schedules therein contained, as the same may be amended from time to time. (d) HUD Approvals. The parties hereto acknowledge that certain aspects of the transactions contemplated by this Agreement are subject to HUD approval. The Housing Authority shall endeavor, with Developer's assistance, and with the City, to secure the approval of HUD for all activities contemplated herein over which HUD has authority, including without limitation, the disposition of the Kottinger Parcel. The Housing Authority shall endeavor to secure such approvals from HUD in a timely manner so as not to hinder Developer's ability to complete its obligations within the time frame contemplated in the Schedule of Performance. Nothing herein shall be understood to authorize or obligate the Housing Authority or Developer to act in the absence of required HUD approvals. If the required HUD approvals are not obtained, the Developer shall develop a list of alternative courses of action within one hundred fifty (150) days of the denial for City and Housing Authority consideration. Developer shall also prepare adjustments to the Schedule of Performance to reflect the alternatives. (e) Acquisition of Kottinger Parcel and Pleasanton Gardens Parcel. It is anticipated that the City will acquire the Kottinger Parcel from the Housing Authority and the Pleasanton Gardens Parcel from Pleasanton Gardens, Inc., for development of the Development, and the operation and management of such housing. The City shall endeavor to secure the acquisition of the Kottinger Parcel and Pleasanton Gardens Parcel within the time frame contemplated in the Schedule of Performance. (f) Subdivision Processes. (1) The City shall process an application for a lot line adjustment or other applicable subdivision process necessary to create the Regalia Parcel. The City shall process an 10 191\52\1242198 13