Resolution No. 97661
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RESOLUTION NO. 9766
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
NON -DISCLOSURE AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND CONCENTRIX SOLAR GMBH
WHEREAS, the City of Vernon (the "City") owns and operates
its own electric system which services the City's constituents; and
WHEREAS, Concentrix Solar GmbH ("Concentrix") is interested
in collaborating with the City in building electric generating
facilities in the United States (the "Project"); and
WHEREAS, the City desires to preserve and protect its rights
by entering into a confidentiality agreement with Concentrix in a
manner that preserves the confidentiality and protected status of the
documents, materials, and information to be exchanged, retained and
used; and
WHEREAS, to facilitate discussions relating to the Project,
the City Attorney recommends that a Non -Disclosure Agreement be
executed with Concentrix; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into the Agreement with Concentrix.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
land correct.
28 11 SECTION 2: The City Council of the City of Vernon hereby
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Form
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approves the Non -Disclosure Agreement with Concentrix, in substantially
the same form as the copy which is attached hereto as Exhibit A and
incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the City Attorney to execute said Agreement for, and on
behalf of, the City of Vernon and the City Clerk is hereby authorized
IIto attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to make whatever
nonsubstantive, administrative and/or text changes, upon advice of
counsel, to the Agreement.
SECTION 5: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to execute any and
all documents as shall be required to implement the Agreement
consistent with the terms of said Agreement approved herein.
SECTION 6: The City Council of the City of Vernon hereby
directs the City Attorney to forward one fully executed original to
Concentrix.
SECTION 7: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 24th day --off� November, 2008.
Name: Leonis C. Malburg
ATTEST:
�4ad,a A,,�'�
MIANUELA GIRON, Cjty Clerk
Title: Mayor / z� - �emr
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 9766, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, November 24, 2008, and
thereafter was duly signed by -the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
'eq
MANUELA G ON, City Clerk
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EXHIBIT A
L&W DRAFT 10/31/08
Non -Disclosure Agreement
Between
The City of Vernon
4305 Santa Fe Ave., Vernon, CA, USA 90058
- hereinafter referred to as »VERNON«
and
Concentrix Solar GmbH
Botzinger Str. 31, 79111 Freiburg, Germany
- hereinafter referred to as »CX<<
Whereas:
VERNON and CX intend to collaborate in the field of:
Building CPV power plants in the USA
In order to define the nature and content of the collaboration the parties hereto may wish
to exchange technical and/or commercial information of a confidential nature presently in
their possession and wish to ensure that the same remain confidential.
Now, therefore, it is hereby agreed as follows:
1 For the purposes of this Agreement »Confidential Information« shall mean such technical
and/or commercial information, including but not limited to any documents, drawings,
sketches or designs, materials or samples disclosed either by VERNON or CX to the
other party, and which at the time of its disclosure is identified as being confidential.
2 VERNON and CX each undertake to treat as confidential all and any Confidential
Information and agree not to disclose the same to any third party except with the prior
written consent of the disclosing party.
Page 1 of 4
LAU 913732.3
Version dated: 23.10.2008
3 The restrictions on the use and disclosure of Confidential Information shall not apply to
any information which is:
(a) proven to have been known to the receiving party prior to the time of its receipt
pursuant to this Agreement; or
(b) in the public domain at the time of disclosure to the receiving party or thereafter
enters the public domain without breach of the terms of this Agreement; or
(c) lawfully acquired by the receiving party from an independent source having a
bona fide right to disclose the same; or
(d) independently developed by the receiving party without violating any of its
obligations under this Agreement; or
(e) legally required to be disclosed by federal, state or local law or by judicial or
other governmental action; provided, however, that prompt notice of such law or
of such judicial or governmental action shall have been given to the disclosing
party and that the disclosing party shall be afforded the opportunity (consistent
with the legal obligations of the receiving party) to exhaust all reasonable legal
remedies to maintain Confidential Information in confidence.
4 Confidential Information may be used by the receiving party solely in connection with
the proposed collaboration, and will be kept confidential and not disclosed by the
receiving party to any other person, except that Confidential Information may be
disclosed to any of the receiving partys affiliates, directors, officers, officials, employees,
attorneys, accountants, consultants, advisors and agents who require access to such
information in connection with the evaluation of the proposed collaboration. The
receiving party agrees that whomever Confidential Information is disclosed to by the
receiving party will be informed of the confidential or proprietary nature thereof and of
the receiving party's obligations under this Agreement. Each party shall be solely
responsible for any use or disclosure of Confidential Information by any of its affiliates,
directors, officers, officials, employees, attorneys, accountants, consultants, advisors, and
agents. Any party receiving Confidential Information shall return or destroy the same
and any copies thereof at the request of the disclosing party provided, however, that this
term shall not apply to copies of the electronically exchanged Confidential Information
made as a matter of routine information technology back-up and to Confidential
Information or copies thereof which must be retained by the receiving party according to
mandatory federal, state or local law.
5 All Confidential Information supplied pursuant to this Agreement shall remain the
property of the party disclosing or supplying the same and no rights, including but not
limited to the right to apply for industrial property rights, are granted to the other party in
the same.
Page 2 of 4
LA\I913732.3
Version dated: 23.10.2008
The Parties agree that any Confidential Information is made available "as is" and that no
warranties are given or liabilities of any kind are assumed with respect to the quality of
such Confidential Information, including, but not limited, to its fitness for the purpose,
non -infringement of third party rights, accuracy, completeness or its correctness.
6 Any sample or material which may be supplied either by VERNON or CX to the other
party shall be treated as confidential according to section 2 to 5 of this Agreement and
shall be used only for purposes of evaluation or testing or any other purpose as specified
by the supplying party.
The party receiving such sample or material shall not analyse, chemically or otherwise,
the sample or material to determine the identity and/or properties of components used to
-prepare the sample or material.
To the extent that such sample or material has not been destroyed or used during such
evaluation or testing and unless there is no other agreement between VERNON and CX
or any other obligation of the receiving party to keep samples or material, any sample or
material shall be returned to the party supplying the same at the request of the supplying
party, but the latest until termination of this Agreement.
7 This Agreement shall come into force on the date of the last signature and shall thereafter
continue for 24 months. The obligation of confidentiality hereunder shall continue in
force until 3 years after the end of the term of this Agreement.
8 Ancillary agreements, amendments, additions hereto must be made in writing.
9 This Agreement is subject to and governed by the laws of the State of California.
10 This Agreement may be executed in counterparts, each of which shall be deemed to be an
original and all of which shall constitute one and the same document.
11 If any provision of this Agreement is determined to be illegal or in conflict with the
applicable law, the validity of the remaining provisions shall not be affected. The
ineffective
provision shall be replaced by an effective provision which is economically equivalent.
The same shall apply in case of a gap.
Page 3 of 4
LA\1913732.3
Version dated: 23.10.2008
Vernon, CA, USA . .................................
.....................................................................
The City of Vernon
LA\1913732.3
Freiburg....................................................
...................................................................
Concentrix Solar GmbH
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AGREEMENT NOT
RECEIVED - LEGAL
DOES NOT HAVE A
COPY IN THEIR FILE
r
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Juarez, Debbie
From: Muro, Evangelina
Sent: Monday, November 09, 2009 9:40 AM
To: Juarez, Debbie
Subject: RE: Resolution No. 9766 - Concentrix Solar GMGH - Non -Disclosure Agreement
Debbie,
I have looked through our file and did not find a fully executed agreement.
From: Juarez, Debbie
Sent: Tuesday, October 13, 2009 2:31 PM
To: Muro, Evangelina; Lehr, Judy
Subject: Resolution No. 9766 - Concentrix Solar GMGH - Non -Disclosure Agreement
Please let me know if you have the fully executed agreement. Thank you.
wed orah Juarez
Records 941anagement Assistant
City of Vernon - City Clerk's Office
4305Santa Fe Avenue
Vernon, CA 90058
(323) 583-8811
11 /9/2009