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MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Mutual Confidentiality and Non-Disclosure Agreement (the “Agreement”) is entered into by
and between the City of Ukiah, a general law municipal corporation in Mendocino County, California
(“City”) and Stuart C Irby Company dba Irby Utilities (“Vendor”), a electrical and communications supplier
and is dated as of June 19, 2025. Each party hereto is individually referred to herein as “Party” and
collectively as “Parties”.
The Parties desire to explore the possibility of entering into and/or carrying out a potential
business transaction, as the Parties have separately discussed (the “Transaction” or the “Purpose”). In
order to facilitate that exploration, one Party (the “Disclosing Party”) may provide or disclose
confidential information to the other Party (the “Recipient”). Both Parties desire that such information
remain confidential, and, therefore, the Parties agree as follows:
1.Confidential Information. “Confidential Information” means all nonpublic information
disclosed by a Disclosing Party to a Recipient that (i) is disclosed in a writing or other tangible form
marked as confidential to the Disclosing Party; or (ii) is disclosed orally, is designated as confidential
upon its initial oral disclosure, and is summarized in a writing marked as confidential to the Disclosing
Party and delivered to the Recipient within 15 business days of the initial oral disclosure.
Notwithstanding the foregoing, a Party’s failure to mark or identify information as confidential shall not
eliminate its status as Confidential Information if it is reasonably apparent from the nature of the
information that it is nonpublic and should be treated as Confidential Information of the Disclosing Party
Confidential Information may include confidential information of third parties. Confidential Information
does not include information that (i) is generally known or available to the public by publication,
commercial use or otherwise, through no fault of Recipient, (ii) is known by Recipient at the time of
disclosure, (iii) is independently developed by Recipient without use of any Confidential Information, or
(iv) is lawfully obtained by Recipient from a third party without violation of a confidentiality obligation.
2.Use of Confidential Information; Confidentiality. Recipient agrees to use the Confidential
Information only for its own evaluation of the “Transaction” or the “Purpose.” Recipient agrees to take
reasonable security measures to protect Confidential Information, including, without limitation, all
measures Recipient uses with respect to its own confidential information of a similar type. Recipient will
promptly advise the Disclosing Party in writing of any misappropriation or misuse of Confidential
Information that may come to its attention. The Recipient may disclose the Information or portions
thereof to those of the Recipient’s partners, trustees, directors, offices, consultants, and employees and
representatives of the Recipient’s legal, accounting and financial advisors, and potential lenders (the
persons to whom such disclosure is permissible being collectively referred herein as the Recipient’s
"Representatives") who need to know such information for the purpose of evaluating such Transaction
and who have enforceable agreements with Recipient or legal obligations to Recipient to treat the
Confidential Information in a manner consistent with the terms of this Agreement. The Recipient will be
responsible to the Disclosing Party for any breach of such obligations by any of the Recipient’s
Representatives or unauthorized disclosure by any Representative of any Confidential Information
disclosed by Recipient to the Representative. This obligation to maintain the confidentiality of the
Confidential Information shall continue to apply whether or not the parties enter into or complete a
Transaction. Recipient agrees to comply with all applicable federal and state laws with respect to the use
of the Confidential Information.
3. Compelled Disclosure. In the event that Recipient is requested or required (by deposition,
interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative
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demand, the California Public Records Act (“PRA”) or other similar process) to disclose any of the
Confidential Information, Recipient shall provide Disclosing Party with prompt written notice of any such
request or requirement so that Disclosing Party may seek a protective order or other appropriate remedy
and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or
other remedy or the receipt of a waiver from Disclosing Party, Recipient is nonetheless, in the written
opinion of Recipient’s legal counsel, legally compelled to disclose Confidential Information including
pursuant to the PRA or else stand liable for contempt or suffer other censure or penalty, Recipient may,
without liability hereunder, disclose to such tribunal or as required by the PRA only the portion of the
Confidential Information which such counsel advises Recipient is legally required to be disclosed,
provided that Recipient exercises its best efforts to preserve the confidentiality of the Confidential
Information, including, without limitation, by cooperating with Disclosing Party to obtain appropriate
protective order or other reliable assurance that confidential treatment will be accorded the Confidential
Information by such tribunal or pursuant to the PRA. The cost to resist compelled disclosure, including
legal fees and expense, shall be paid in full by the Recipient.
4. No Grant of Rights; Right to Disclose. All Confidential Information remains the property
of the Disclosing Party and no license or other rights in the Confidential Information is granted hereby.
Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the
Recipient.
5. No Obligation to Enter Into Transaction. This Agreement does not create any obligation
on the part of either party to enter into any business relationship with the other beyond this Agreement.
6. Return of Information. Recipient agrees to return to the Disclosing Party immediately
upon expiration or termination of this Agreement or upon Disclosing Party’s written request all
Confidential Information and copies thereof. Notwithstanding the foregoing, Recipient may keep one
copy of all documents, records, notebooks, samples, prototypes, and similar repositories constituting
Confidential Information, accessible to legal counsel solely for the purpose of evidence of disclosure
hereunder. Any portion of the Confidential Information that consists of analyses, compilations, forecasts,
studies and other material prepared by Recipient, in lieu of being returned to Disclosing Party, may be
destroyed by Recipient, in which event one of its authorized officers shall provide certification that such
materials have in fact been so destroyed.
7. No Waiver of Rights. Disclosure by a Party of Confidential Information pursuant to this
Agreement shall not constitute a waiver of the Disclosing Party’s right to object to the production of such
Confidential Information or information contained therein in response to a request for production of
documents or otherwise, or to the admissibility of such Confidential Information, in connection with any
litigation, mediation, arbitration or similar proceedings that may exist between the Parties, and all such
rights to object are preserved in full.
8.Other Business Activities. Each Party specifically acknowledges that the other Party may
operate in the same business area as the subject of the Confidential Information, and that Recipient may
now or in the future be engaged in businesses or other business activities that are the same or similar to
the topic being covered by the Confidential Information. Nothing in this Agreement shall be interpreted
to restrict or prevent Recipient from engaging in any such business activities as it deems appropriate in its
sole discretion.
9.Term. The term of this Agreement is six months. Either party may terminate this
Agreement before expiration by giving written notice to the other party, but the obligations of this
Agreement will continue with respect to information disclosed prior to the effective date of the
termination for a period of three (3) years from the date of the disclosure. This Agreement shall be
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governed by and construed and enforced in accordance with the laws of the State of California, excluding
its choice of law rules. Each party consents to the exclusive jurisdiction and venue of the federal and state
courts within the State of California located within the judicial districts where one of the Parties resides,
for purposes of any dispute arising out of or relating to this Agreement. This Agreement constitutes the
entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all
prior or contemporaneous oral or written agreements between the parties with respect thereto, and may
not be waived, modified or terminated except by the written agreement of the parties hereto. This
Agreement shall be binding upon the parties hereto and upon their respective executors, administrators,
legal representatives, successors, and assignees.
In witness whereof, the Parties have executed this Mutual Non-Disclosure Agreement as of the
date first written above.
City of Ukiah Stuart C Irby Company dba Irby Utilities
By: __________________________ By: _________________________
Sage Sangiacomo, City Manager Signature
Name: Stephen Ferguson
Title: Sr. Vice President, Communications