General Conditions

Tercero at UC Davis

While the Campus intends to proceed with the development of these Projects in the manner described herein, the Campus may, at its sole discretion, choose not to proceed with either or both of the Projects or to proceed without a third-party developer, without obligation to any Proposer to this Stage 2 RFP. The Campus reserves the right, in its sole and absolute discretion, to (a) modify or cancel the selection process at any time or not award these Projects for any reason; (b) waive minor irregularities; (c) reject any or all submittals or seek new submittals; (d) seek clarification or additional information from Proposers as it deems necessary to the evaluation of the response; or (e) request any additional information from individual Proposers. This Stage 2 RFP does not create any legal rights or obligations between the Campus and any Proposer hereto nor any obligation to proceed with negotiations. It is intended that any and all legal rights and obligations between the Campus and a Proposer will come into existence only if and when a further definitive agreement is signed and delivered by both parties. Proposers to this Stage 2 RFP shall bear all expenses in connection with their submittals and responses.

A. Confidential Information

Information considered proprietary, secret or confidential (“Confidential Information”) in written or other tangible form shall be marked as CONFIDENTIAL. Confidential Information shall not include information which: (a) is in the public domain prior to disclosure by the Proposer; (b) becomes part of the public domain, by publication or otherwise, through no unauthorized act or omission on the part of the Campus; (c) is lawfully in the Campus’s possession prior to disclosure by the Proposer; or (d) is independently developed by an employee(s), agents or representatives of the University with no prior access to the disclosed Confidential Information.

B. California Public Records Act

The California Public Records Act limits the Campus’s ability to withhold responses to a request for disclosure. If a submittal contains trade secrets or financial information that a Proposer does not want disclosed to the public or used by the Campus for any purpose other than evaluation of the Proposer’s Stage 2 RFP Proposal, each page (both hard copy and electronic) containing such information must be marked with the designation “Confidential”. Note, however, that the Proposer’s designation of information as “Confidential” does not guarantee that such information is exempt from disclosure. The Campus agrees that if a Public Records Act request is made for disclosure of information so marked, it will notify the submitter of such information so that the submitter will have an opportunity to legally challenge, at its own expense, the Campus’s obligation to disclose such information.

C. Timing of Negotiations

The Proposers are hereby notified that negotiations with respect to these Projects may begin more than 14 days after the successful Developer or Developers have been notified of their selection and that more than 45 days will be necessary to complete the documentation for the Projects.