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HomeMy WebLinkAboutContracts & Agreements_2-09_CCv0001.pdf r . �rvN SE u S NON-DISCLOSURE AGREEMENT THIS AGREEMENT(the "Agreement'') is made and entered into as of this 6th day, � between GGP-Redlands Mall- L.P., a Delaware limited of January, "GGP") who own Redlands Mall, located in Redlands, Californiahj(the " - 2009, bi and p and certain of their affiliates (collectively, the Redevelopment Agency for the City of Redlands(together, '"Recipient"Property } and the City of Redlands and GGP and Recipient intend to engage in discussions with respect to the purchase and sal "Transaction,). In the course of such discussions, it is anticipated that GGP will disclose or deliver tot. g e of the Property(the the mutual Promises and covenants contained l, this A the Recipient, non-public, confidential or proprietary financial, legal, technical, business or other information. In consideration the and an Agreement, GGP's disclosure of confidential information too Y payments made or to be made by GGP or Recipient,the parties hereto agree as follows: 1• Confidential Information (a) "Confidential Information"means all information that GGP, its affiliates, or Representatives (hereinafter defined) furnish or otherwise make available to Recipient Or its Representatives with respect to the Transaction, whether before or after the date Of this Agreement, and whether oral, written or electronic,together with reors, g analyses, compilations, forecasts, memoranda, notes, studies and any other written or electronic materials by or for Recipient or its Representatives. "Confidential Information" include any reports, relating to GGP services, the marketing or promotion of any GGP service, GGP"s busines prepared s, without limitation, information strategic plans, pricing, lease rates, tenant information, sales per square foot, vendor names, customer lists, management systems, and information received from others that GGP is Obligated to treat as confidential. Confidential Information disclosed to Recipient or its Representatives by any GGP Representative. affiliate, or agent is covered by this Agreement. al "" � p at�ve, subsidiary, (b) Confidential Information shall not include that information defined as Confidential Information that Recipient can conclusively establish: (i) is Or subsequently,becomes publicly available without R its Representatives breach of any obligation owed to GGP; i7 became known to Recipient prior to GGP' above Of such information to Recipient, {iii) became known to Recipient from a source other than GGP otherec�p1ent's or breach of an obligation ofconfidentiality owed to GGP:or(rci i independently developed n Recipient, s disclosure than by the (c) "Representatives" means a accountants, counsel, investment bankers, consultants, commercial bankers, members, mana in ls respective affiliates, directors, Officers, employees plovees, a� partners and investors identified to and pre-approved vents, p pproved in writing by GGP. embers and those 2• Restrictions a) Recipient shall not disclose any Confidential Information to any third parties. However, Recipient disclose Confidential Information in accordance with judicial or other give GGP reasonable notice prior to such. disclosure and shall comply with. any applicable protectr'vep may governmental order, provided Recipient shall equivalent. In the event a protective order or other remedy is not obtained by GGP, Recipient may Onlyfurnish Portion of the Confidential Information which, in the opinion of Recipients counsel, Recipient is legally order or to disclose and.Recipient will exercise reasonable efforts to obtain reliable assurance that confidential treatment�sth that be accorded any Confidential Information furnished. g Y Compelled will (b) Recipient shall take reasonable security precautions, at least as great as the precautions it tabes t its own confidential information,, to keep confidential the Confidential Information. Reci ien Confidential Information only to Recipient's Representatives on a need-to-know basis. Reci ient"s R o protect shall be informed by Recipient of the confidential nature of the Confidential Information p t may disclose Confidential Information strictly confidential in accordance with this Agreement. ataOn and must agree to keep all p representatives R (c) Confidential Information may be disclosed, reproduced, summarized or distributed only as e. { Provided hereunder. Recipient af� p rec s to segregate all such Confidential Information from the confidential "'formation of others in order to prevent ommiaagling. _ w ~az . Rights and Remedies (a) Recipient shall notify Confidential lnf`ormation,or any other breach oihislAgeo,: 1t b �Rp any ill c unauthorized use or disclosure of cooperate with GGP in every reasonable way to help GGP regain possession of the Confidentia use. l Information and prevent its further unauthorized (b) Recipient shall immediately return all originals, copes, reproductions and summaries of Confidential Information at GGP's request or,at GGP's option, destroy and certify deprod i ti of the same. (c) Recipient acknowledges that monetary damages may not be a sufficient reined for disclosure of Confidential Information and that GGP shall be entitled, without waiving any other rights or remedies Y unauthorized to exercise any right, power or remedy available to GGP at law or in equity. Such remedies may include, without limitation, the right to sue for specific performance, injunctive relief and/or damages. No forbearance, failure or delay in exercising any such right,power or remedy shall operate as a waiver thereof. 4. . iscel� laneous (a) All Confidential Information is and shall remain the property of GGP. By disclosing informaon Recipient, GGP does not grant any express or implied right to Recipient to or under GGP copyright , trademarks, oor trade secret information. (b) The Confidential Information has been prepared for the purpose of providin or general, technical and other information concerning GGP and the Property. No representation is made by GGP financjas�toe the accuracy or completeness of such information. GGP expressly disclaims any and all liability for representations. expressed or implied, contained in, or for omissions from, the Confidential Information and any other written or oral communication transmitted in connection herewith. Nothing contained in the Confidential Information is, or should be relied upon as, a promise or forecast of the future of GGP or the Property. In furnishingthe Confidential al Information, GGP does not undertake any obligation to provide access to any additional information or to conduct any further discussions with Recipient. (c) Notwithstanding anything to the contrary set forth herein, the terms and conditions of this Agreement shall remain in full force and effect for twelve(12)months from the date hereof. (d) All notices and other communications required or permitted under this Agreement Notices")must be in writing and (a) sent by certified mail, return receipt requested or(b) delivered by nationally recognized overnight delivery service providing evidence of the date of delivery with all charges prepaid, addressed to theappropriate party at its address indicated in this Agreement. The Recipient or GGP each may change from time to time the address c which his parces must be sent, by ?Notice given in accordance with this paragraph. All Notices given in accordance with this paragraph. will be deemed to have been given. three (3) Business Ila deposited in any mail depository regularly maintained by the United States postal service if sent by certified mai l. or one (l)Business Da after having }s after having been Day b been deposited with a nationally recognized overnight delivery service, if sent by overnight delivery. "Business Day„ is defined as any day, other than a Saturday, a Sunday, a federal holiday or any day on which banking institutions in Chicago are generally open for business. e) Recipient agrees that no contract or agreement pertaining to the Transaction between GGP and Recipient will be deemed to exist between GGP and Recipient until a definitive written air delivered by GGP and Recipient, Recipient agrees that unless and until a definitive written agreement between C agreement has been executed and and Recipient has been executed and delivered, neither GGP nor any of its representatives will have any legal obligation or liability of any kind with respect to the Transaction by virtueGP oral expression with respect to a passible agreement pertaining to f Transaction b g „this regiment, any other u�-itten or Representatives,or otherwise, y GGP or any of its {ft The parties each acknowledge that nothing herein Information, which information shall be disclosed, if at all, in the sole. and absolute requires the discretion osure of avy Confidential , p requires either a to proceed with the Transaction except as may otherwise be agreed in writing, of txCiP, or (ii) PageBREHM 2 .= _ w � (g) This Agreement constitutes the entire agreem hereof and merges all prior discussions between them as ent between. the parties with respect to the subject matter Confidential Information. It shall not be modified ex . by a written agreement dated subsequent to the date of this Agreement and signed by both parties. Non sept Provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Gthe GP, its agents,or employees, but only by an instrument in writing signed by an authorized officer Of GGP- No waive any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision n another occasion, p on (11) If either GGP or Recipient employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys, fees. This Agreement shall be construed and controlled by the laws of the State of Ill-i.nois, and Recipient further consents to jurisdiction by the state and federal courts sitting in the State of Illinois. Process may be served on either party by U.S. Mail, postage prepaid, certified or registered, return receipt requested, or by such other method as is authorized ' y the Illinois Long Arm Statute. b (i) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefi binding upon the parties,their successors and assn-ns, t of and be 0) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal,invalid or unenforceable, the retraining provisions shall remain in full force and effect. (k) Subject to Section d(c), all obligations created by this Agreement shall survive change or termination of the parties'business relationship. (SIGNATURES ON FOLLOWING PAGE) ) Pave 3 y ROOM Jy IN WITNESS WHEREOF, the panties hereto have executed this Agreement. Recipients: CITY OF REDLANDS REDEVELOPMENT AGENCY FOR By: THE CITY REDLA DS _ JON RIS AYOR By: Nam Jon Harrison Tit : Chairman. Address and Phone Number: c/o City of Redlands ATTEST: P.O.Box 3005 Redlands, California 92373-1505 (909)798-7510 Lor e Poyz r Y Clerk i of Redlands GGP: Secretary, Redevelopment Agency of the City of Redlands GGP-REDLANDS MALL,L.P. By: GGP-Redlands Mall L.L.C., its general partner By: GGPLP L.L.C., its sole member By: GGP Limited Partnership,its managing member By: General Growth Properties,Inc., its general partner By: � onzed Officer---" Address and Phone umber: c/o General Growth Properties 110 North Wacker Drive Chicago,IL 60606 (312)960-5000 Page 4