|
of their rights and obligations under this Agreement without the City’s consent, which consent
<br />may be withheld in City’s sole and absolute discretion.
<br />
<br />Section 8.2 Confidentiality.
<br />Qualified Designee and its employees and principals (collectively, the “Confidentiality
<br />Parties”) shall hold in strict confidence this Agreement and the terms hereof as well as all data and
<br />information obtained with respect to Developer and the Affordable Site (collectively, the
<br />“Confidential Information”), whether obtained before or after the execution of this Agreement,
<br />and whether obtain from Developer or other sources, and shall not disclose, discuss or disseminate
<br />the same to others; provided, however, that Qualified Designee may, during the term hereof,
<br />disclose: (a) to the affiliates, employees, lenders, potential lenders, investors, potential investors,
<br />consultants, accountants, attorneys any such Confidential Information regarding the Affordable
<br />Site and the Affordable Development as is otherwise reasonably necessary or reasonably
<br />appropriate in order for Qualified Designee to conduct its due diligence review and for Qualified
<br />Designee to otherwise implement the transactions contemplated herein; and, (b) such Confidential
<br />Information to the extent required by subpoena or similar legal process. Confidential Information
<br />shall not include information which is or becomes: (c) generally available to the public other than
<br />as a result of a disclosure by Confidentiality Parties; (d) was available to Confidentiality Parties
<br />on a non-confidential basis prior to its disclosure by Developer (if applicable); (e) becomes
<br />available to Confidentiality Parties on a non-confidential basis from a person other than Developer
<br />who is not known to Confidentiality Parties to be bound by a confidentiality agreement; or, (f) is
<br />independently developed by Confidentiality Parties without reliance on the Confidential
<br />Information. In the event of a breach or threatened breach by any of the Confidentiality Parties of
<br />this paragraph, Developer shall be entitled to an injunction restraining such Confidentiality Parties
<br />from disclosing, in whole or in part, such confidential information, and nothing herein shall be
<br />construed as prohibiting Developer from pursuing any other available remedy at law or in equity
<br />against Qualified Designee for such breach or threatened breach. The provisions of this paragraph
<br />shall survive until one (1) year following termination of this Agreement, but shall be of no further
<br />force or effect upon conveyance of the Affordable Site to the Qualified Designee.
<br />
<br />Section 8.3 Time Period Computations.
<br />All periods of time referred to in this Agreement shall include all Saturdays, Sundays and
<br />California state or national holidays unless the reference is to business days, in which event such
<br />weekends and holidays shall be excluded in the computation of time and provided that if the last
<br />date to perform any act or give any notice with respect to this Agreement shall fall on a Saturday,
<br />Sunday or California state or national holiday, such act or notice shall be deemed to have been
<br />timely performed or given on the next succeeding day which is not a Saturday, Sunday or
<br />California state or national holiday. Additionally, in the event that the Developer or Qualified
<br />Designee is delayed, hindered, or prevented from performing any obligation under this Agreement
<br />due to acts of God, natural disasters, extreme weather events, fire, flood, earthquake, epidemic,
<br />pandemic, quarantine restrictions, war, terrorism, civil unrest, labor disputes (other than those of
<br />the affected party’s own workforce), supply chain disruptions, government-mandated shutdowns,
<br />governmental action or inaction, or any other cause beyond the reasonable control of the Developer
<br />or Qualified Designee (each, a “Force Majeure Event”), the time for performance of such
<br />obligation shall be extended for the period of such delay plus a reasonable period to allow for
<br />ATTY/RESO.0034/CC RESO APPROVING PROJECT (901 EL CAMINO REAL) - EXHIBIT C
<br />REV: 04-22-25 VR
<br />
<br />Page 32 of 224
|