HomeMy WebLinkAboutA6089 - WESSMAN DEVELOPMENT CONFIDENTIALITY AGR CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement ("Agreement") is made effective as of May&w
2011, by and between, on the one hand, the City of Palm Springs, a California municipal
corporation and charter city ("City") and the Redevelopment Agency of the City, a public
agency ("Agency'), and, on the other hand, Palm Springs Promenade, LLC, a California
limited liability company ("PSP LLC") and Wessman Holdings, LLC, a California
limited liability company ("W H LLC") (collectively "Owner"), with reference to the
following:
A. City and Owner are in negotiations with respect to certain issues
concerning the potential purchase and/or sale of properties (the "Matter") owned by
Wessman and located in the City of Palm Springs commonly referred to as Desert
Fashion Plaza(Assessor's Parcel Numbers (APNs) 513-560-002, -004, -007, -008, and
-009), and Town and Country Center (APNs 513-092-003, -009 and -010) (collectively,
the "Properties"), including without limitation a Project Financing Agreement ("PFA"")
pursuant to which the City would finance a portion of the costs of implementing the
Revitalization Plan referenced in the Project Description attached hereto as Exhibit "A"
(the "Matter").
B. In connection with such negotiations, Keyser Marston Associates
("KMA"), as independent consultant to City, has submitted to Owner an Information
Request (copy incorporated herein by reference) which requests information related to
economic feasibility of, and other matters concerning, the Revitalization Plan and PFA.
C. In response to such KMA request, The Penta Building Group, as
consultant to Owner, and Owner, have prepared and assembled information(the "Specific
Information") to be presented to City and to the maximum extent permitted under
Government Code Section 6254 such information shall be considered confidential
D. Prior to delivery to City of the Confidential Information, Owner has
requested full execution of this Confidentiality Agreement.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Any and all communications by and between the parties concerning the
Matter, shall be considered confidential settlement negotiations for all state and federal
rules protecting such communications from disclosure to third parties, later discovery
and/or use in evidence in any legal proceeding, excluding use for Government Code
sections 7267, et seq. purposes, and are made without prejudice to any party's legal
position.
2. City and Agency agree to and shall keep the Specific Information strictly
confidential and not allow it to be provided or disclosed to any person or entity other than
(1) KMA and its authorized agents and employees, (2) individual members of the City
Council, (3) John Raymond as City Redevelopment Director, and (4) Doug Holland as
1
City Attorney; provided, however, such information may only be provided and/or
disclosed to such persons and/or entities upon agreement by such persons and/or entities,
for the benefit of Owner, to keep such Confidential Information strictly confidential and
not allow it to be provided or disclosed to anyone else. The Parties acknowledge and
agree that the Specific Information relates to a proposed development project that is
significantly and materially less intense and/or dense than the highest and best use of the
property as provided in the adopted Specific Plan for the Property..
3. The parties further agree that the communications between the Parties
regarding the Matter, including without limitation communications regarding the Specific
Information, will not be disclosed to third parties unless otherwise mutually agreed to by
the parties.
4. In the event of any dispute or litigation arising out of or relating to this
Agreement, or the breach or performance of it, the prevailing party shall be entitled to
recover, in addition to any other relief awarded, reasonable attorneys fees and cost
incurred in connection therewith.
3. Because the parties are disclosing information in reliance upon this
Agreement, any breach of this Agreement shall cause irreparable injury for which
monetary damages would be inadequate. Consequently, any party to this Agreement may
obtain an injunction to prevent disclosure of any such confidential information in
violation of this Agreement, without the necessity of proving damages,posting bond or
other security.
IN WI'T'NESS WHEREOF, the parties hereto have executed this Agreement and
made it effective as of the day and year set forth above.
OWNER: PALM SPRINGS PROLlity
DE, LLC
A a rni ited liaompany
By:
Title:
Da d: iGVr
WESSMAN LDINGS, LLC�Otoiability
A Californi i ' c pany
By:
Title:
Dated: OW
CITY: CITY OF PALM SPRINGS
�- A California ruunicipal co and charter city
By:
Title: c•r
Dated: �
AGENCY: REDEVELOPMENT AGENCY OF PALM SPRINGS
2
lic a ency,
By-
Title:
ATTEST:
Cl k
APPROVED AS
TO LEGAL FORM:
City Attorney
APPROVED BY CITY COUNCIL
A("069 05b I Jzol l
3