DEPOT AT SANTIAGO, L.P - 2016 - Laserfiche WebLink

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make certain financial disclosures to the City, their staff, legal counsel or other consultants, as part of the financial due diligence investigations of the City and relating to the potential sale of the Properties and development of the Project on the Property by the Developer and that any such disclosures may become public records. The City shall maintain the confidentiality of financial information of the Developer to the extent allowed by law, as determined by the City Attorney. Notwithstanding the foregoing, if the City receives a request for documents related to this Agreement or the Project pursuant to the California Public Records Act (Govt. Code Section 6254 et. seq) or similar statute, and the City determine that the City has responsive documents, the City shall provide Developer notice not less than three (3) days prior to releasing the responsive documents to the requesting party. During this three (3) day period Developer 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 Developer. (f) The City shall be deemed to be a Party to any agreement for the acquisition of, lease of or disposition of real or personal property, the provision of financial assistance to the Developer or development of the Project on the Property or elsewhere, until the terms and conditions of a complete future DDA are considered and approved by the City Council, in their respective sole and absolute discretion, following the conclusion of one or more duly noticed public hearings, as required by law. The Developer expressly acknowledges and agrees that the City will not be bound by any statement, promise or representation made by their respective staff or representatives during the course of negotiations of a future DDA and that the City shall only be legally bound upon the approval of a complete DDA by the City Council, in their respective sole and absolute discretion, following one or more duly noticed public hearings, as required by law. 11. Nondiscrimination. The Developer shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in undertaking its obligations under this Agreement. 12. Limitation on Damages and Remedies. (a) THE PARTIES ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY THE DEVELOPER UPON THE BREACH OF THIS AGREEMENT BY THE CITY. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THE DEVELOPER WOULD SUFFER UPON THE BREACH OF THIS AGREEMENT BY ANOTHER PARTY, THE PARTIES AGREE THAT A REASONABLE ESTIMATE OF THE DEVELOPER'S DAMAGES IN SUCH EVENT IS THIRTY THOUSAND DOLLARS ($30,000) (THE "LIQUIDATED DAMAGES AMOUNT"). THEREFORE, UPON THE BREACH OF THIS AGREEMENT BY THE CITY, THE BREACHING PARTY SHALL PAY THE LIQUIDATED DAMAGES AMOUNT TO THE DEVELOPER AND THIS AGREEMENT SHALL TERMINATE. RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT SHALL BE THE DEVELOPER'S SOLE AND EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE CITY. -7-