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9. Acknowledgments and Reservations. <br />9.1 No Further Obligation. The Patties agree that, if this Agreement expires or is <br />terminated for any reason, or the Development Agreement is not approved and executed by all <br />Parties, except as expressly provided in this Agreement, the City, on the one hand, and SJHS and <br />TSJ, on the other hand, shall not be under any obligation, nor have any liability to the other <br />applicable Party or any other person regarding the acquisition of the Property or the construction <br />of the Project. The provisions of this Section 9.1 shall survive the termination or expiration of <br />this Agreement. <br />9.2 Development Standards and Design Controls. Certain development standards <br />and design controls for the Project may be established between DEVELOPER and the CITY, but <br />it is understood and agreed among the Parties that the Project must conform to all CITY and <br />other applicable governmental development, land use and architectural regulations and standards, <br />except and unless the same are waived by the CITY or other governmental authority with <br />jurisdiction over the same. To the extent required by applicable law, drawings, plans and <br />specifications for the Project shall be subject to the approval of the CITY through the standard <br />development application process for projects within the CITY and, which approval shall not be <br />unreasonably withheld, conditioned or delayed. The CITY shall reasonably cooperate with <br />DEVELOPER's professional associates in providing information in connection with <br />DEVELOPER's preparation of drawings, plans and specifications. Nothing in this Agreement <br />shall be construed as the approval of any plans or specifications for the Project or of the Project <br />itself by the CITY. The CITY acknowledges that the studies undertaken by DEVELOPER on <br />the Project are proprietary to DEVELOPER and DEVELOPER's consultants and that the CITY <br />shall not acquire any right to distribute, use or benefit from the studies by virtue of the terns of <br />this Agreement. Nothing in this Agreement shall require DEVELOPER. to make any <br />development or land use application to the CITY or any other public body regarding the Project. <br />9.3 Further Information. The CITY reserves the right to reasonably obtain further <br />information, data and commitments to ascertain the ability and capacity of DEVELOPER to <br />develop mid operate the Property and/or the Project. DEVELOPER acknowledges that it may be <br />requested to make certain financial disclosures to the CITY, its staff, legal counsel or other <br />consultants, as part of the financial due diligence investigations of the CITY relating to the <br />potential construction of the Project by DEVELOPER and that any such disclosures may become <br />public records. The Confidential Information provided to the CITY pursuant to this Section 93 <br />is subject to the requirements of Section 5.2 of this Agreement. <br />9.4 CITY Not a Party to Certain Aereements. The Ci'fY shall not be deemed to <br />be a party to any agreement for the acquisition, lease, or disposition of real or personal property <br />to DEVELOPER or the development of the Project on the Property or elsewhere, until the terms <br />and conditions of the Development Agreement are approved by the CITY's governing board, in <br />its reasonable discretion. <br />10. Disclosures and Cooperation. The CITY on the one hand, and SJHS and TSJ on the <br />other hand, shall cooperate with each other and supply such documents and information as may <br />be reasonably requested by the other Party to facilitate the negotiations. Any Confidential <br />Information provided to the CITY pursuant to this Section 10 is subject to the requirements of <br />-8- <br />48677228.1 <br />25C -12 <br />