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<br />ATTY/RESO.0053/CC RESO AMENDING AFFORDABLE HOUSING PRESERVATION PROGRAM – EXHIBIT B <br />REV: 08-19-24 LF <br />Page 24 of 86 <br />absolute discretion determines that such a termination will not adversely affect the affordable <br />rental housing goals or requirements of the City. <br />6. GENERAL PROVISIONS <br />6.1 Relationship of Parties. Nothing contained in this Regulatory Agreement shall be <br />interpreted or understood by any of the Parties, or by any Third Person, as creating the relationship <br />of employer and employee, principal and agent, limited or general partnership, or joint venture <br />between the City and the Owner or the Owner’s agents, employees or contractors. The Owner <br />shall at all times be deemed an independent contractor and shall be wholly responsible for the <br />manner in which it or its agents, or both, perform any services required of them by the terms of <br />this Regulatory Agreement regarding the Development or the Property. Except as otherwise <br />expressly provided in this Regulatory Agreement, the Owner has the right to exercise full control <br />of employment, direction, compensation and discharge of all Persons assisting the Owner in the <br />development, operation or maintenance of the Development or the Property. The Owner shall be <br />solely responsible for all matters relating to payment of its employees, including compliance with <br />tax withholding and all other Laws governing such employees. The Owner shall be solely <br />responsible for its own acts and those of its agents and employees. <br />6.2 No Claims. Nothing contained in this Regulatory Agreement shall create or justify <br />any claim against the City by any Person that the Owner may have employed or with whom the <br />Owner may have contracted relative to the purchase of materials, supplies or equipment, or the <br />furnishing or the performance of any work or services with respect to the operation or maintenance <br />of the Development or the Property. <br />6.3 Approvals. <br />6.3.1 Any approvals required from the City under this Regulatory Agreement <br />shall not be unreasonably withheld, conditioned or delayed, except where otherwise specifically <br />provided in this Regulatory Agreement. Wherever this Regulatory Agreement states that a Party’s <br />approval shall be “reasonable” or not unreasonably withheld: (a) such approval shall not be <br />unreasonably withheld, delayed or conditioned; (b) no withholding of approval shall be deemed <br />reasonable, unless withheld by Notice specifying reasonable grounds, in reasonable detail, for such <br />withholding, and indicating specific reasonable changes in the proposal under consideration that <br />would make it acceptable; and (c) if a Party grants its consent to any matter, this shall not waive <br />its rights to require such consent for any further or similar matter. <br />6.3.2 Except as otherwise specifically provided in this Regulatory <br />Agreement, whenever this Regulatory Agreement calls for approval by a Party of a proposed <br />document to be submitted by the other Party, the receiving Party shall notify the other Party of its <br />approval or disapproval of such document within thirty (30) calendar days after receipt of the <br />proposed document. Unless otherwise provided in this Regulatory Agreement, a Party’s failure to <br />respond within such thirty (30) calendar day period shall be deemed the Party’s approval. A Party <br />shall provide specific reasons for any disapproval. <br />6.4 Warranty Against Payment of Consideration for Regulatory Agreement. Owner <br />represents and warrants to the City that: (a) it has not employed or retained any Person to solicit <br />6.M. - Page 97 of 110 <br />553