Loading...
HomeMy WebLinkAboutContracts & Agreements_2-09_CCv0002.pdf 1�u �rvN SE u RISE � NON-DISCLOSURE AGREEMENT THIS AGREEMENT(the "Agreement'") is made and entered into as oft ` between GGP-Redlands MaIL Z.P., a Delaware limited his 6th day of January, ? "GGP") who own Redlands Mall, located in Redlands, Californiaorh(the -Property"), 009, by and Partnership and certain of their affiliates (collectively, the Redevelopment Agency for the City of Redlands(together, "Recipient"). p }, and the City of Redlands and GGP and Recipient intend to engage in discussions with respect to the purchase and sale of the Property "Transaction') In the course of such discussions, it is anticipated that GGP will disclose or deliver tot. non-public, confidential or proprietary financial, legal, technical, business or other information. In consideration(the the mutual promises and covenants contained in this Agreement, GGP's disclosure of confidentialhe Recipient, Recipient, and an of Y Payments made or to be made by GGP or Recipient,the parties hereto agree as follows: ormation to 1• Confidential Information (a) "Confidential Information" means all information that GGP, its affiliates, or Representatives here` 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 (hereinafter analyses, compilations, forecasts, memoranda, notes, studies and any other written or etec any repts by or for Recipient or its Representatives. "Confidential Information" include any reports, relating to GGP services, the marketing or promotion ti any GGP service, GGP"s basin tropic materials prepared s, without limitation, information strategic plans, pricing, lease rates, tenant information, sales per square foot, vend business policies or practices, management systems, and information received from others that GGP is obligated to treat as confidential. or names, customer lists, Confidential Information disclosed to Recipient or its Representatives by any GGP Representative. affiliate, or agent is covered by this Agreement. al �. � , 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; (ii)became known to Recipient prior to GGP' above Of such information to Recipient, (iii) became known to Rec piens from a source other than GGP othereC�p1ent's or breach of an obligation ofconfidentiaiity owed to GGP:or(iv)is independently a source developed n Recipient, s disclosure than by the (C) "Representatives" means a party's respective affiliates, directors, officers, employees, agents, accountants,counsel, investment bankers, consultants, commercial bankers, members,managing partners and investors identified to and pre-approved tents, p pproved in writing by GGP. members and those 2. Restr� ictions (a) Recipient shall not disclose any Confidential Information to any third parties. However, Recipient may disclose Confidential Information in accordance with.judicial or other governmental order, provided Recipient shall give GGP reasonable notice prior to such disclosure and shall comply with any applicable Protective 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 Recipient's counsel, Recipient is legally order or to disclose and.Recipient will exercise reasonable efforts to obtain reliable assurance that confidential will l treatment�sth that be accorded any Confidential Information furnished. g Y Compelled (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 Informatio Confidential Information only to Recipient`s Representatives on a need-to-know basis. Reci lens's t o protect n. Recipient may disclose shall be informed by Recipient of the confidential nature of the Confidential Information and must agree Confidential Information strictly confidential in accordance with this Agreement. p Representatives � ee to keep all (c) Confidential Information may be disclosed, reproduced, summarized or distributed o v Provided hereunder. Recipient agrees to segregate all such Confidential information of others in order to prevent commingling, nl as expressly Information from the confidential ia. ~az . Rights and Remedies (e Recipient shall notify GGP immediately upon discovery of any unauthorized use or of �c Confidential Information,or any other breach of this Agreement by Recipient,and will coopcrate exit reasonable w use. h GGP in every ay to help GGP regain possession of the Confidential Information and prevent its further unauthorized (b) Recipient shall immediately return all originals, copies, reproductions and summaries of Confidential Information at GGP's request or,at GGP's option, destroy and certify destruction of the same. (c) Recipient acknowledges that monetary damages may not be a sufficient remedyfor disclosure of Confidential information and that GGP shall be entitled, without waiving any other rights or remedies to exercise any right, power or remedy available to GGP at lawy. unauthorized edies may include, limitation, the right to sue for specific performance, injunctive relief and/or damagesuch . No forbearance, failurewithout 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 Recipient, GGP does not grant any express or implied right to Recipient to or under GGP copyright , aden arks or trade secret information. (b) The Confidential Information has been prepared for the purpose of providing technical and other information concerning GGP and the Property. No representation is made by GGP as to the accuracy or completeness of such information. GGP expressly disclaims any and all liability foral, financial, legal. 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 for representations, be relied upon as, a promise or forecast of the future of GGP or the Property. In furnishinc, nformation is, or should Information, GGP does not undertake any obligation to provide access to any additional inhetConfidential any further discussions with Recipient. formati or ct (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 reconiz (s� delivery service providing evidence of the date of delivery with all charges prepaid, addressed to theappropriate ed overni�,ht party at its address indicated in this Agreement. The Recipient or GGP each may change from time toi:e the address to which Notices 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 Da deposited in any mail depository regularly maintained by the United States postal service, if sent by certified mai l. or one (1)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 a(, delivered by GGP and Recipient, Recipient agrees that unless and until a definitive written agreement greement 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 virtue between GGP oral expression with respect to a passible agreement pertaining tosuchb g this Agreement, any other written or Representatives.or otherwise, y GGP or any of its (fThe parties each acknowledge that nothing herein (irequires theInformation, which information shall be disclosed, if at all, in the sole and absollutel Of tt of GGP, or discretion osure any Confidential requires either party to proceed with the Transaction except as may otherwise be agreed in writing, c, Page 2 �✓r xa. _.:-rte.:..._��`�..:>._-..r,.,�.--_-,. J S �s (g) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior discussions between them as Confidential Information. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the Provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of GGP, 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 of 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 shah be construed and controlled by the laws of the State of Illinois, 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 assigns, 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 remaining provisions shall remain in full force and effect. (k) Subject to Section 4(c), all obligations created by this Agreement shall survive change or termination of the parties'business relationship. (SIGNATURES ON FOLLOWING PAGE) Page ROOM IN WITNESS WHEREOF, the parties 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 Office Address and Phone umber: c/o General Growth Properties 110 North Wacker Drive Chicago, IL 60606 (312)960-5000 s Page 4