Agmt 2012 Cal-Coast Companies LLC

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satisfaction of all of the following conditions: (i) an EIR has been certified for the Project, (ii) all governmental agencies with jurisdiction over the Site (other than City) (including without limitation, BCDC) have issued permits necessary for development of the Project, (iii) the Project is consistent with the Conceptual Master Plan, (iv) Developer has demonstrated that the Project is financially feasible, and (v) Developer has obtained financing commitments for at least the first phase of the Project, subject only to commercially reasonable conditions 18.4 Reimbursement of Harbor Basin Costs if City does not Approve Boat Harbor Redevelopment. If the City decides to close the boat harbor, but the City does not approve the redevelopment of the boat harbor into the Aquatic Park alternative described in Exhibit C or other reasonable alternative, City will reimburse Developer for the portion of the EIR consultant's fees related to redevelopment of the boat harbor basin in the amount outlined in the EIR consultant's tasks and costs and for the costs identified in paragraph (b) of Section 18.2, provided that all of the conditions specified in this Section 18.4 have been satisfied. City's obligation to make such reimbursement is contingent upon satisfaction of all of the following conditions: (1) an EIR has been certified for the Project, (ii) all governmental agencies with jurisdiction over redevelopment of the boat harbor (other than City) (including without limitation, BCDC) have issued permits necessary for redevelopment of the boat harbor, (iii) Developer's proposal for redevelopment of the boat harbor is consistent with the Conceptual Master Plan, (iv) Developer has demonstrated that redevelopment of the boat harbor is financially feasible, and (v) Developer has obtained financing commitments for redevelopment of the boat harbor, subject only to commercially reasonable conditions. 19. Confidentiality; Dissemination of Information. During the Term, each Party shall obtain the consent of the other Party prior to issuing or permitting any of its officers, employees or agents to issue any press release or other information to the press with respect to this Agreement; provided however, no Party shall be prohibited from supplying any information to its representatives, agents, attorneys, advisors, financing sources and others to the extent necessary to accomplish the activities contemplated hereby so long as such representatives, agents, attorneys, advisors, financing sources and others are made aware of the terms of this Section. Nothing contained in this Agreement shall prevent either Party at any time from furnishing any required information to any governmental entity or authority pursuant to a legal requirement or from complying with its legal or contractual obligations. Nothing contained in this Section shall be construed or interpreted to prevent or restrain compliance with the provisions of the California Public Records Act or the Ralph M. Brown Act. City and Developer enter into this Agreement with the understanding that Developer may provide certain information of a confidential nature during negotiations. Such information may be necessary for City to verify information that is relevant to negotiations. City and Developer agree that they will keep confidential and not disclose any information submitted by Developer in the course of the negotiations and identified as privileged or confidential under the law unless ordered to do so by a final order of court. Developer agrees to bear all of its own costs and expenses (including attorneys' fees) related to any litigation that is filed seeking disclosure of information and documents submitted by Developer in connection with the negotiations contemplated hereby. Notwithstanding the provisions of this Section, in no event shall any Party 1741070.3 10