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to be disclosed; provided that the CITY and its Representatives exercise commercially <br />reasonable efforts to preserve the confidentiality of the Confidential Information including, <br />without limitation, by cooperating with DEVELOPER to obtain an appropriate protective <br />order or other reliable assurance that confidential treatment will be accorded, the Confidential <br />Information, <br />5.2.5 This Agreement does not confer any right, license, interest or title <br />in, to or under the Confidential Information to the CITY. No license is hereby granted to the <br />CITY, by estoppel or otherwise under any patent, trademark, copyright, trade secret or other <br />proprietary rights of DEVELOPER. Title to the Confidential Information shall remain solely <br />in DEVELOPER. <br />526 The CITY does not represent or warrant that Confidential <br />Information submitted by DEVELOPER is exempt from public disclosure under the Public <br />Records Act (Gov. Code Section 6250 et seq.). <br />5.2.7 The provisions of this Section 5.2 shall survive the termination or <br />expiration of this Agreement <br />5.3 The CITY's Representations. The CITY hereby represents and warrants to <br />DEVELOPER the following: <br />5.3.1 The execution, delivery and performance of this Agreement by the <br />CITY have been duly authorized and approved by all requisite action, and no other <br />authorizations or approvals, whether of governmental bodies or otherwise, will be necessary <br />in order to enable the CITY to enter into or to comply with the terms of this Agreement; <br />5.3.2 This Agreement and all other documents and certificates executed <br />and delivered by the CITY in connection with the transactions contemplated by this Agreement <br />constitute legal, valid and binding obligations of the CITY, enforceable against the CITY in <br />accordance with their respective tours. Neither this Agreement nor anything provided to be <br />done under this Agreement violates or shall violate any contract, document, understanding, <br />agreement, instrument, or judicial order to which the CITY is aparty or by which it is bound; <br />5.3.3 There are no pending, or to the best of the CITY's knowledge, <br />threatened actions, suits or proceedings before any court, governmental agency, arbitrator or <br />instrumentality affecting the CITY which, if adversely determined, could affect the legality, <br />validity or enforceability of this Agreement; <br />5.3.4 The CITY has not entered into any other agreements relating to <br />development of the Property; and <br />53.5 The CITY has received no notice of and has no knowledge of any <br />pending or threatened condemnation or transfer in lieu thereof affecting any of the Property, <br />nor has the CITY agreed or corrunitted to transfer or dedicate any of the Property. <br />-5- <br />48677228.1 <br />