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9. Acknowledgments and Reservations, <br />(a) The Parties agree that, if this Agreement expires or is terminated for any <br />reason, or a fitture real property exchange is not approved and executed by the Parties, for any <br />reason, none of the Parties shall be under any obligation, nor have any liability to each other or <br />any other person regarding the sale or other disposition of the Properties or the development of <br />the Properties. <br />(b) Naing and City acknowledge and agree that no provision of this <br />Agreement shall be deemed to be an offer by the City or Naing, nor an acceptance by the City or <br />Naing of any offer or proposal from either party to convey any estate or interest in the Properties <br />or to provide any financial or other assistance to each other for the exchange of the Properties. <br />(c) Naing and City acknowledge and agree that Naing and City have not <br />acquired, nor will acquire, by virtue of the terms of this Agreement, any legal or equitable <br />interest in the other's property, <br />(d) Each Party reserves the right to reasonably obtain further information, data <br />and commitments to ascertain the ability and capacity of the other party to enter into a potential <br />exchange of real property. Each party acknowledges that it may be requested to make certain <br />financial disclosures to each other, its staff, legal counsel or other consultants, as part of the <br />financial due diligence investigations relating to the potential exchange of Properties and that <br />any such disclosures may become public records. The City shalt maintain the confidentiality of <br />financial information of Naiirg to the extent allowed by law, as determined by the City Attorney. <br />Notwithstanding the forego'i'ng, if the City receives a request for documents related to this <br />Agreement pursuant to the California Public Records Act (Govt. Code Section 6254 or, seq) or <br />similar statute, and the City determines that the City has responsive documents, the City shall <br />provide Naing notice not less than three business (3) days prior to releasing the responsive <br />documents to the requesting party. During this three business (3) day period Naing may seek a <br />court order prohibiting the release of the documents. Any litigation or costs associated with <br />protecting documents from disclosure shall be borne solely by Naing. <br />10. Nondiscrimination. Each Party shall not discriminate against any person, or <br />group of persons on account of race, color, creed, religion, sex, marital status, handicap, national <br />origin or ancestry in undertaking his obligations under this Agreement. <br />11. Default. <br />(a) Failure or delay by any Party to perform any material term or provision of <br />this Agreement shall constitute a default under this Agreement, If the Party who is claimed to be <br />in default by another Parry cures, corrects or remedics the alleged default within fifteen (15) <br />calendar days after receipt of written notice specifying such default, such Party shall not be in <br />default under this Agreement. The notice and cure period provided in the immediately preceding <br />sentence shall not, under any circumstances, extend the Negotiation Period. If" there are less than <br />fifteen (15) days remaining in the Negotiation Period, the cure period allowed pursuant to this <br />Section 11(a) shall be automatically reduced to the number of days remaining in the Negotiation <br />Period, <br />EXHIBIT 1 <br />25J -7 <br />