ELKS BUILDING ASSOCIATION OF SANTA ANA-2014

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required by law to furnish or which it would otherwise normally furnish to persons requesting information from the CITY concerning its activities, goals and matters of a similar nature. 3.3 The CITY shall not be precluded by this MOU from undertaking any actions otherwise required by law. 3.4 Any confidential or proprietary information submitted by the ELKS to the CITY pursuant to this MOU shall be identified as such by the ELKS in writing. The CITY shall not disclose confidential or proprietary information unless required by law. The CITY does not represent or warrant that confidential or proprietary information submitted by the ELKS is exempt from public disclosure under the Public Records Act (Gov. Code Section 6250, et seq.). 4. Acknowledgments and Reservations. 4.1 No Further Obligation. The CITY and the ELKS agree that, if this MOU expires or is terminated for any reason, neither the CITY nor the ELKS shall be under any obligation, nor have any liability to the other Party or any other person regarding the acquisition of the Property or the construction of the Project. 4.2 Development Standards and Design Controls. Certain development standards and design controls for the Project may be established between the CITY and the ELKS, but it is understood and agreed between the Parties that the Project must conform to all City and other applicable governmental development, land use and architectural regulations and standards. Drawings, plans and specifications for the Project shall be subject to the approval of the CITY through the standard development application process for projects within the City. Nothing in this MOU shall be construed as the approval of any plans or specifications for the Project or of the Project itself by the CITY. 4.3 Further Information. The CITY reserves the right to reasonably obtain further information, data and commitments to ascertain the ability and capacity of the ELKS to develop and operate the Project. The ELKS 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 relating to the potential development of the Project by the ELKS and that any such disclosures may become public records; the ELKS shall be under no obligation to consent to those requests and make such disclosures, and the ELKS' failure to do so shall not be deemed a default by the ELKS hereunder.. The CITY shall maintain the confidentiality of financial information of the ELKS to the extent allowed by law. 5. Disclosures and Cooperation. The CITY and the ELKS shall generally cooperate with each other and supply such documents and information as may be reasonably requested by the other Party to facilitate the negotiations. Unless precluded by law, the CITY shall keep confidential all proprietary information provided by the ELKS to the CITY. 5.1 CITY Authority. The ELKS acknowledges and agrees that the CITY will not be bound by any statement, promise or representation made by CITY staff during the Negotiation Period or arising from or related to the Project, and that the CITY shall be legally bound only upon any and all necessary approvals from the CITY's City Council.