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HomeMy WebLinkAboutCity of Fort Bragg & Willits 2020-02-03COMMON INTEREST and CONFIDENTIALITY AGREEMENT Recitals 1. This Common Interest and Confidentiality Agreement (the "Agreement") is entered into and effective as of February 3rd, 2020 by and between the Cities of Fort Bragg, Willits, and, Ukiah, general law municipal corporations in Mendocino County (individually "Fort Bragg," "Willits," "Ukiah," or "Party" and collectively, "Parties"). The Parties are working to negotiate a countywide Master Tax Sharing Agreement ("Tax Sharing Agreement") with Mendocino County in connection with their separate individual pursuit of annexations of unincorporated territory in Mendocino County ("County"). 2. The Parties believe that they do and will have a mutuality of interest in developing the terms of and negotiating the Tax Sharing Agreement. The Parties currently believe that they are non - adversarial co -parties, without any material conflict in their respective interests in their attempt to develop the terms of and negotiate with the County for approval of the Tax Sharing Agreement. 3. The Parties further believe that in order to pursue the development of and negotiate with the County for approval of the Tax Sharing Agreement effectively, from time to time their common interests will be best served by sharing with each other what hereinafter will be referred to as "Confidential Information," which may include, but not necessarily be limited to, documents, records, notes, drafts, or other writings, factual materials, mental impressions, opinions, closed session communications with legislative bodies, legal strategy, tactics, research, or arguments, or other kinds or forms of information or communication. 4. The purpose of this Agreement is to ensure that any past or future exchange or disclosure of Confidential Information contemplated herein does not waive or diminish in any way its confidentiality under the attorney-client privilege, attorney work product doctrine, joint defense privilege, or any other privilege or immunity, including, but not necessarily limited to, those provided in California Evidence Code, sections 950 through 962 and 2018 and Government Code Section 6250 et seq. (the California Public Records Act or PRA). This Agreement memorializes and confirms any earlier oral agreements pursuant to which Confidential Information has been disclosed or exchanged. Terms of Agreement THEREFORE, the Parties agree: 1. Except as expressly provided herein, any and all Confidential Information obtained by a Party to this Agreement or its counsel from any other Party or its counsel is provided solely for the internal use of the receiving Party or its counsel to the same extent as if it had not been provided. Except as expressly stated in writing to the contrary, any and all Confidential Information obtained by a Party has been and is being provided solely for internal use of the Parties in pursuit of the Parties' common interests. By sharing Confidential Information under this Agreement, the sharing and receiving Parties agree that any such Confidential Information maintains any and all confidential, privileged, immunized, or exempted nature it otherwise enjoyed prior to being shared under this Agreement. Each Party agrees that any and all 1 Confidential Information will remain confidential and protected from unlawful disclosure to any third party, pursuant to the attorney-client privilege, attorney work product doctrine, joint defense privilege, and any other applicable privilege or immunity or exemption from public disclosure. 2. All written Confidential Information shared between two or more Parties shall be clearly labeled at the top of at least the first page of each document with "CONFIDENTIAL INFORMATION — COMMON INTEREST MATERIAL". The Parties shall use their best efforts to so mark all such written materials. 3. If a Party becomes subject to a bona fide requirement by law, regulation, deposition question, interrogatory, request for information or documents under the California Public Records Act, subpoena, civil investigative demand, or similar process (collectively, a "Requirement") to disclose any Confidential Information, such Party: (i) will, upon receipt of the Requirement and prior to producing any Confidential Information, immediately notify the other Parties of the existence, terms, and circumstances of such Requirement to the extent permitted by law; and (ii) will cooperate fully with any other Party seeking a protective order. The Party that received the Requirement shall determine whether the requested or demanded Confidential Information can be protected in accordance with the law. If, in the opinion of that Party, the requested or demanded Confidential Information is not exempt from disclosure or production, that Party shall promptly notify the other Parties, each of whom shall have the right to seek a protective order or other applicable remedy to prevent disclosure. If such an order is timely sought in the manner required by law, the Party that received the Requirement will refrain from disclosing the requested or demanded Confidential Information until such time as a final disclosure agreement or judicial determination is made concerning the Requirement; provided, however, that the Party that received the Requirement shall not be required to refrain from disclosing the requested or demanded Confidential Information if doing so would violate the law. The costs and expenses for seeking any protective order or other applicable remedy pursuant to this paragraph shall only be borne by the Party(ies) opposing the Requirement. If a Party subject to a Requirement, which has complied with the notification and cooperation obligations described in this paragraph, is compelled, in the opinion of its legal counsel, to make disclosure of Confidential Information or else stand liable for contempt or other substantial penalty, such Party: (i) will furnish only that portion of the Confidential Information which is legally required pursuant to the terms of such Requirement as modified by any protective order; and (ii) will not be liable to any other Party for the disclosure of Confidential Information. 4. All persons permitted access to any Confidential Information will be informed of its confidentiality and the terms of this Agreement. All Confidential Information will be maintained separately from other information and materials and will be marked appropriately to reflect its confidential nature. 5. Confidential Information will be used solely in connection with this matter. Upon the completion of this matter or the termination of this Agreement, all Confidential Information obtained or provided pursuant to this Agreement either will be destroyed or returned to the originating party or its counsel, as directed in writing by counsel for the originating party. 6. This Agreement does not limit the right of any party or its counsel to disclose to any person or 2 entity any information or material they have created or obtained independently from any Confidential Information they have obtained pursuant to this Agreement. This Agreement does not obligate any party or its counsel to share with any other party or its counsel any such independently created or obtained information or material. 7. If, by subpoena, written discovery demand, motion, request or otherwise, any third party requests, demands, or seeks to compel the disclosure of any Confidential Information from any party to this Agreement or its counsel, that counsel promptly will notify the Parties' counsel and cooperate fully with the Parties in opposing the disclosure, unless counsel for the Parties enter a written agreement to make the disclosure. 8. The existence of this Agreement and its terms are confidential and will not be disclosed to any third party unless the disclosure is required by law or necessary to support a claim of privilege arising from this Agreement. 9. This Agreement constitutes the complete Agreement among the Parties and may not be amended, waived, or modified except by a written agreement of the Parties, signed by their respective counsel. 10. This Agreement, including PDF copies transmitted electronically, may be executed simultaneously or in any number of counterparts, each of which shall be deemed an original, equally admissible in evidence, but all of which together shall constitute one and the same agreement, notwithstanding that the signatures of each party do not appear on the same page and are not original signatures. DATED: �-3-ao DATED: 02"9-6Q DATED: d SagiSangiaci►o, City Manager, Ukiah Tabatha Miller, City Manager, Fort Bragg Stephanie Garrabrant-Sierra, Willits 3