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specifications for the Project shall be subject to the approval of the City through the standard development application process for acquiring the real estate and entitlements within the Project. Nothing in this Agreement shall be considered approval of any plans or specifications for the Project or of the Project itself by the City. (e) The City reserves the right to reasonably obtain further information, data and commitments to ascertain the ability and capacity of Petra to purchase, develop and operate the Property and/or the Project. Petra acknowledges that it may be requested to make certain financial disclosures to the City, its staff, legal counsel or other consultants, as part of the financial due diligence investigations of the City and relating to the potential development of the Project on the Property by Petra and that any such disclosures may become public records. The City shall maintain the confidentiality of financial information of Petra to the extent allowed by law. Notwithstanding the foregoing, if the City receives a request for documents related to this Agreement pursuant to the California Public Records Act (Govt. Code Section 6254 et. seq) or similar statute, and the City determines that it has responsive documents, the City shall provide Petra not less than three (3) days prior to releasing the responsive documents to the requesting party. During this three (3) day period, Pertra may seek a court order prohibiting the release of the documents. Any litigation or costs associated with protecting documents from disclosure shall be borne solely by Petra. 16. Warranty Against Payment of Consideration for Agreement. Petra warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. For purposes of this Section 16 only, third parties shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accounts, engineers, architects, and other consultants, when such fees are considered necessary by Petra. 17. General Terms. 17.1 Entire Agreement. Waiver and Amendments. This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to the subject matter of this Agreement. No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Any amendment or modification to this Agreement must be in writing and executed by the appropriate authorities of the City and Petra. 17.2 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement shall continue in full force and effect, unless and to the extent the rights and obligations of one or both parties has been materially altered or abridged by such holding. 17.3 No Assignment. Went. Petra shall not assign or transfer or otherwise convey any interest in this Agreement to any party without the express prior written consent of City, which consent may be withheld in City's sole and absolute discretion. 17.4 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California. The state or federal courts located in Orange County, California shall be the venue for any action or proceeding that may arise out of or in connection with this Agreenent. Page 5 of 7 25D-8