HomeMy Public PortalAbout2020-03-20 Nondisclosure Agreement - OCWDThis Nondisclosure Agreement (the "Agreement") is made by and between the Orange
County Water District, a special governmental district organized and existing pursuant to the
Orange County Water District Act, Chapter 924, Statutes of 1933, as amended ("OCWD"), and
City of Fullerton, rinl a municipality[»2] existing under the laws of the State of California
("Producer"). This Agreement is based on the common interest existing between OCWD and
Producer, which is one of the nineteen groundwater producers operating within OCWD's
boundaries ("Producers"), as it pertains to anticipated and contemplated initiation of cost recovery
litigation against persons responsible for PFAS in the Santa Ana River watershed (the
"Litigation"). In furtherance of this existing common interest, OCWD has been asked to share
with Producer the draft retention agreement that OCWD is considering entering into with the
following seven law firms for the purpose of pursuing Litigation: SL Environmental Law Group
PC; Kennedy & Madonna, LLP; Taft, Stettinius & Hollister, LLP; Douglas & London, P.C.; Levin,
Papantonio, Thomas, Mitchell, Rafferty, & Proctor, P.A.; Kelley, Drye & Warren, LLP; and
Robinson Calcagnie, Inc. (collectively the "Firms"). OCWD and Producer are individually
referred to as "Party" and collectively referred to as "Parties".
The Parties hereby agree to the following terms governing this Agreement so that OCWD
may share Confidential Information, as defined below in Paragraph 2, and Producer:
Purpose of the Agreement. For mutual consideration set forth herein, the sufficiency of which
is hereby acknowledged, the Parties have agreed, pursuant to the common interest doctrine, to
memorialize their existing common interest relationship for the purpose of preventing
unauthorized disclosure of Confidential Information related to the potential provision of legal
services by the Firms to OCWD and interested Producers ("Legal Services") pursuant to a draft
retention agreement (the "Retention Agreement") that OCWD is currently negotiating with the
Firms. OCWD, the Producer and the Finns desire that the Producer be given the opportunity
to review the Retention Agreement without jeopardizing its privileged character so that
Producer can internally deliberate regarding the draft Retention Agreement and determine if
the terms of the Retention Agreement meet their requirements with regards to the Litigation.
2. Definition of Confidential Information. As used herein and for the purposes of this
Agreement and the execution thereof, the term "Confidential Information" shall include the
draft Retention Agreement, and any communications concerning or relating to the draft or final
Retention Agreement, whether written or verbal.
3. Obligations of Parties. Any Party receiving Confidential Information ("Receiving Party")
hereby agrees to the following:
a. The Receiving Party agrees not to share, provide or otherwise disclose with any
individuals or entities who are not employees or members of the governing boards
of Producers or OCWD any Confidential Information unless otherwise compelled
to do so by law.
b. Receiving Party shall hold and maintain the Confidential Information in confidence
for all purposes.
c. Upon written request by OCWD, Receiving Party shall, to the extent reasonably
feasible, return any and all records, notes, and other written, printed, or tangible
materials in its possession pertaining to any Confidential hiformation.
4. Exclusion to the Parties' Obligations. Receiving Party's obligations under this
Agreement do not extend to information that becomes public information pursuant to court
order or which otherwise becomes part of the public domain not as a result of Receiving
Party improperly releasing such information to persons unaffiliated with OCWD or
Producer.
Time Periods Applicable to the Agreement. Receiving Party's obligations under this
Agreement, and each of them, shall remain in effect until the Confidential Information is
made publicly known by the other Party, or until the other Party sends Receiving Party
written notice reling Receiving Party from this Agreement, or until legal retention by
Receiving Party of the Firms under a superseding legal services agreement, whichever
occurs first.
6. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver
of prior or subsequent rights.
7. Governing Jurisdiction. The Agreement shall be governed by the laws of the State of
California.
This Agreement and each Party's obligations shall be binding on the representatives, assigns,
and successors of such Party. Each Party has signed this Agreement through its authorized
representative.
Orange County Water District:
Dated:
City of Fullerton:
Dated: 3 — I I 1L
By:
Jeremy Jungreis
General Counsel, OCWD
C
A. Domer
2
City Manager
APPROVED TO FORM
Richard D. Jones, City Attorney
c. Upon written request by OCWD, Receiving Party shall, to the extent reasonably
feasible, return any and all records, notes, and other written, printed, or tangible
materials in its possession pertaining to any Confidential Information.
4. Exclusion to the Parties' Obligations. Receiving Party's obligations under this
Agreement do not extend to information that becomes public information pursuant to court
order or which otherwise becomes part of the public domain not as a result of Receiving
Party improperly releasing such information to persons unaffiliated with OCWD or
Producer.
5. Time Periods Applicable to the Agreement. Receiving Party's obligations under this
Agreement, and each of them, shall remain in effect until the Confidential Information is
made publicly known by the other Party, or until the other Party sends Receiving Party
written notice reling Receiving Party from this Agreement, or until legal retention by
Receiving Party of the Firms under a superseding legal services agreement, whichever
occurs first.
6. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver
of prior or subsequent rights.
7. Governing Jurisdiction. The Agreement shall be governed by the laws of the State of
California.
This Agreement and each Party's obligations shall be binding on the representatives, assigns,
and successors of such Party. Each Party has signed this Agreement through its authorized
representative.
Orange County Water District:
Dated: 3o mRC11.X02..0 By
, Teremy Jungreis
General Counsel, OCWD
City of Fullerton:
Dated:
Kenneth A. Domer
City Manager
APPROVED TO FORM
Richard D. Jones, City Attorney