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6 <br /> C. Artspace's Responsibilities <br /> During the Negotiation Period, Artspace shall be responsible for the following <br /> tasks: <br /> 1. Diligently pursue the negotiation of the Ground Lease and necessary financing <br /> for the development and construction of the Project. <br /> 2. Make and maintain full disclosure to Everett of the methods of financing to be <br /> used in the development of the Site and construction of the Project. <br /> 3. Prepare and submit to Everett a draft Schematic Design that clearly shows the <br /> site plan, architectural character of the improvements to be constructed, landscaping <br /> features, and how the plan meets the requirements of Everett's land use regulation. <br /> 4. Complete any due diligence investigation of the Site necessary to the <br /> negotiation of the terms of the Ground Lease. <br /> 5. Make full disclosure to Everett of its principals,officers, major stockholders, <br /> major partners,joint venturers, key managerial employees and other associates involved <br /> in the development of the Site, and all other material information concerning Artspace <br /> and its associates. Any significant change in the principals, associates, partners,joint <br /> venturers, negotiators, development manger, consultants, professional and directly- <br /> involved managerial employees of the Artspace involved in the development of the Site <br /> is subject to the approval of Everett, which shall not be unreasonably withheld. <br /> 6. Keep Everett informed of progress in fulfilling Artspace's responsibilities <br /> under this Agreement,making oral or written reports, or providing studies made by or on <br /> behalf of Artspace, as requested by and upon reasonable notice from Everett. <br /> D. Everett's Responsibilities <br /> 1. Everett shall cooperate fully in providing Artspace with available information <br /> and non-monetary assistance for development of the Site. <br /> 2. Everett's City Council shall authorize the Mayor to enter into a right of entry <br /> agreement with Artspace granting Artspace access to the Site to allow Artspace, its <br /> agents, or contractors to complete due diligence investigation of the Site and fulfill its <br /> other responsibilities under this Agreement. <br /> E. Real Estate Commissions <br /> Everett shall not be liable for any real estate commission or brokerage fees that <br /> may arise. Everett represents that it has engaged no broker, agent or finder in connection <br /> with this transaction, and Artspace agrees to hold Everett harmless from any claim by a <br /> broker, agent or finder retained by Artspace. <br /> 16 <br />