Agmt25 El Camino Real Holding JV LLC, - 920 Shasta

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ATTY/AGR/2025.084/920 SHASTA AFFORDABLE HOUSING LAND DONATION AGREEMENT REV: 10-16-25 VR Page 32 of 41 Upon request of either party, the other party agrees to deliver such documents reasonably necessary to evidence the foregoing. ARTICLE 8. MISCELLANEOUS Section 8.1 Successor and Assigns, Assignment. Subject to the terms of this paragraph, this Agreement shall be binding upon the parties hereto and their respective successors and assigns. Except for transfers expressly permitted by this Agreement, neither the Developer nor the Qualified Designee may assign, delegate, or otherwise transfer all or any portion of their rights and obligations under this Agreement without the City’s consent, which consent may be withheld in City’s sole and absolute discretion. Section 8.2 Confidentiality. Qualified Designee and its employees and principals (collectively, the “Confidentiality Parties”) shall hold in strict confidence this Agreement and the terms hereof as well as all data and information obtained with respect to Developer and the Affordable Site (collectively, the “Confidential Information”), whether obtained before or after the execution of this Agreement, and whether obtain from Developer or other sources, and shall not disclose, discuss or disseminate the same to others; provided, however, that Qualified Designee may, during the term hereof, disclose: (a) to the affiliates, employees, lenders, potential lenders, investors, potential investors, consultants, accountants, attorneys any such Confidential Information regarding the Affordable Site and the Affordable Development as is otherwise reasonably necessary or reasonably appropriate in order for Qualified Designee to conduct its due diligence review and for Qualified Designee to otherwise implement the transactions contemplated herein; and, (b) such Confidential Information to the extent required by subpoena or similar legal process. Confidential Information shall not include information which is or becomes: (c) generally available to the public other than as a result of a disclosure by Confidentiality Parties; (d) was available to Confidentiality Parties on a non-confidential basis prior to its disclosure by Developer (if applicable); (e) becomes available to Confidentiality Parties on a non-confidential basis from a person other than Developer who is not known to Confidentiality Parties to be bound by a confidentiality agreement; or, (f) is independently developed by Confidentiality Parties without reliance on the Confidential Information. In the event of a breach or threatened breach by any of the Confidentiality Parties of this paragraph, Developer shall be entitled to an injunction restraining such Confidentiality Parties from disclosing, in whole or in part, such confidential information, and nothing herein shall be construed as prohibiting Developer from pursuing any other available remedy at law or in equity against Qualified Designee for such breach or threatened breach. The provisions of this paragraph shall survive until one (1) year following termination of this Agreement, but shall be of no further force or effect upon conveyance of the Affordable Site to the Qualified Designee. Section 8.3 Time Period Computations. All periods of time referred to in this Agreement shall include all Saturdays, Sundays and California state or national holidays unless the reference is to business days, in which event such weekends and holidays shall be excluded in the computation of time and provided that if the last