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(a) Meeting with the City Manager and Director of Finance. Prior to issuance of the first building <br /> permit for the Project,the Developer, and its contractors and its subcontractors then providing services or <br /> materials to the Project in excess of Five Million Dollars($5,000,000)(to the extent such contractors and <br /> subcontractors have been identified and contracted with at such time)may, at their election,meet with the <br /> City's City Manager and Finance Director to review the process that the Developer's contractors and <br /> subcontractors should follow with respect to sales and use taxes. Developer agrees to advise any <br /> contractors and subcontractors that do not attend this initial meeting of the requirements of this section, <br /> and, upon reasonable request,the City agrees to net and review with such contractors and <br /> subcontractors the process that they should follow. The Developer shall comply with the following: <br /> (b) Contract Provisions for Contracts. To the extent the Developer has not executed a construction <br /> contract with its general contractor prior to the Effective Date,the Developer shall include,and shall <br /> cause its general contractor to include,a provision in all construction contracts entered into with <br /> contractors and subcontractors substantially in the form attached as Exhibit D. <br /> (c) Contractor Information. The.Developer shall,when reasonably requested by the City,provide the <br /> City's Finance Department with(unless such information requires the disclosure of confidential <br /> information,trade secrets,or information that impairs the.Developer's ability to gain pricing advantages <br /> relative to materials and services): <br /> (1) A list of the Developer's contractors and subcontractors who will or have performed construction <br /> services or who will or have furnished materials for the construction of the Project,which list shall <br /> include the following items: <br /> (i) Name of contractor <br /> (ii) Address and telephone number of'headquarters or office <br /> (iii) Name and telephone number of contact person <br /> (iv) Estimated value of the contract <br /> (v) Estimated Completion Date <br /> (vi) Scope of Work <br /> (2) A complete copy of each contract with each such contractor(which may have confidential <br /> information redacted). <br /> (d) City's Remedies. If the City determines that any contractor or subcontractor has not complied <br /> with the provisions set forth in its agreement with the Developer or Developer's contractor,as the case <br /> may be,Developer shall be liable to City fora non-compliance penalty of the greater of$10,000 or the <br /> sales or use tax revenue that City would have gained had contractor or subcontractor properly complied <br /> with the provisions of this section 3.10. <br /> (e) Subject to Applicable Law. The obligations set forth in this Agreement shall in all cases be <br /> subject to applicable laws and regulations, including without limitation the California Sales and Use Tax <br /> -8- <br />