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INSURANCE NOT REQUIRED
<br />WORK MAY PROCEED
<br />CLERK OF COUNCIL
<br />nnrc•
<br />taoyt mofkfy h
<br />MAR 1 3 2020
<br />NON -DISCLOSURE AGREEMENT
<br />N-2020-063
<br />This NON -DISCLOSURE AGREEMENT ("Agreement") is entered into and effective as
<br />of March 10, 2020 ("Effective Date"), by and between the Civitas Advisors, Inc., a California
<br />corporation ("Civitas" or "Recipient"), and the City of Santa Ana, a charter city and municipal
<br />corporation organized and existing under the Constitution and laws of the State of California ("City"
<br />or "Discloser"). Each of the foregoing are hereinafter referred to as "Party" and together as the
<br />"Parties."
<br />WHEREAS, the City intends to provide Hotel Visitors' Tax information to Civitas for the
<br />purpose of assisting the City with formation of a proposed Santa Ana Tourism Marketing District
<br />("SATMD") in accordance with that certain agreement (N-2020-025) entered into between the City
<br />and Civitas on January 1, 2020, attached hereto as Exhibit "I"; and
<br />WHEREAS, the California Public Records Act (California Government Code §§ 6250
<br />through 6276.48) as incorporated in Article 1, Section 3(b) of the California Constitution, addresses
<br />the disclosure of public information, a matter of state-wide concern and represents a statewide
<br />statutory scheme superseding local ordinance provisions relating to the discloseability of local agency
<br />information, the disclosure of local agency information pursuant to an authorized nondisclosure
<br />agreement may be made; and
<br />WHEREAS, the Public Records Act does not require the disclosure of, "(i) Information
<br />required from any taxpayer in connection with the collection of local taxes that is received in
<br />confidence and the disclosure of the information to other persons would result in unfair competitive
<br />disadvantage to the person supplying the information." (Government Code §6254(i)); and
<br />WHEREAS, disclosure of public records that are otherwise exempt constitutes a waiver
<br />of the exemption, except in specific situations, including disclosures "made to a governmental
<br />agency that agrees to treat the disclosed material as confidential. Only persons authorized in writing
<br />by the person in charge of the agency shall be permitted to obtain the information. Any information
<br />obtained by the agency shall only be used for purposes that are consistent with existing law."
<br />(Government Code §6254.5(e)); and
<br />WHEREAS, the City desires to provide Civitas with Confidential Information for the
<br />purpose of Civitas assisting the City with formation of a proposed SATMD ("Purpose"), but the City
<br />does not intend to waive the exemption to disclosure of the Confidential Information under the Public
<br />Records Act, so Recipient must comply with Government Code §6254.5(e) when handling the
<br />Confidential Information in order to preserve said exemptions.
<br />NOW, THEREFORE, in consideration of the mutual promises and covenants herein
<br />contained, Discloser and Recipient agree as follows:
<br />l . "Confidential Information" shall mean any business or technical information relating to the
<br />formation of a proposed SATMD disclosed by Discloser in any form (written, visual, electronic,
<br />aural, or otherwise) to Recipient that is treated by Discloser as proprietary, confidential, or a trade
<br />secret, including but not limited to, any information, registration statements, financial statements,
<br />social security information, tax returns, processes, methods, know-how, trade secrets, technical
<br />information, drawings, graphs, analytical data, data analyses, copyrighted information, techniques,
<br />equipment, software programs, costs, profit and loss information, operating procedures, analytical
<br />protocols and equipment, friancial information, purchasing lists, customer lists, corporate alliance
<br />agreements, internal memoranda, investor lists, capitalization tables, business and contractual
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