25C - AGMT - NEGOTIATING AGMT YMCA

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to be disclosed provided that the CITY and its Representatives exercise commercially reasonable efforts to preserve the confidentiality of the Confidential Information including, without limitation, by cooperating with DEVELOPER to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. 5.2.5 This Agreement does not confer any right, license, interest or title in, to or under the Confidential Information to the CITY. No license is hereby granted to the CITY, by estoppel or otherwise under any patent, trademark, copyright, trade secret or other proprietary rights of DEVELOPER. Title to the Confidential Information shall remain solely in DEVELOPER. 5.2.6 The CITY does not represent or warrant that Confidential Information submitted by DEVELOPER is exempt from public disclosure under the Public Records Act (Gov. Code Section 6250 et seq). 5.2.7 The provisions of this Section 5.2 shall survive the termination or expiration of this Agreement 5.3 The CITY's Representations. The CITY hereby represents and warrants to DEVELOPER the following: 5.3.1 The execution, delivery and performance of this Agreement by the CITY have been duly authorized and approved by all requisite action, and no other authorizations or approvals, whether of governmental bodies or otherwise, will be necessary in order to enable the CITY to enter into or to comply with the terms of this Agreement; 5.3.2 This Agreement and all other documents and certificates executed and delivered by the CITY in connection with the transactions contemplated by this Agreement constitute legal, valid and binding obligations of the CITY, enforceable against the CITY in accordance with their respective terms. Neither this Agreement nor anything provided to be done under this Agreement violates or shall violate any contract, document, understanding, agreement, instrument, or judicial order to which the CITY is a party or by which it is bound; 5.3.3 There are no pending, or to the best of the CITY's knowledge, threatened actions, suits or proceedings before any court, governmental agency, arbitrator or instrumentality affecting the CITY which, if adversely determined, could affect the legality, validity or enforceability of this Agreement; 5.14 The CITY has not entered into any other agreements relating to development of the Property; and 5,3.5 The CITY has received no notice of and has no knowledge of any pending or threatened condemnation or transfer in lieu thereof affecting any of the Property, nor has die CITY agreed or committed to transfer or dedicate any of the Property. -5- 48677228.1 25C -9