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ISri.
<br />N-2017-243
<br />NON -DISCLOSURE AGREEMENT
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<br />Wt 1\ \\o\ This NON -DISCLOSURE AGREEMENT ("Agreement") is entered into and effective as
<br />of November 14, 2017 ("Effective Date"), by and between the Orange County Business Council, a
<br />California nonprofit corporation ("OCBC" or "Recipient"), and the City of Santa Ana, a charter city
<br />and municipal corporation organized and existing under the Constitution and laws of the State of
<br />California ("City" or "Discloser"). Each of the foregoing are hereinafter referred to as "Party"
<br />and together as the "Parties."
<br />WHEREAS, the City intends to provide business license and sales tax information to
<br />OCBC for the purpose of responding to a research study conducted by the Southern California
<br />Association of Governments, a California Joint Powers Authority ("SCAG"); 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
<br />agency information, the disclosure of local agency information pursuant to an authorized non-
<br />disclosure 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
<br />competitive disadvantage to the person supplying the information." (Government Code §6254(i));
<br />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
<br />writing by the person in charge of the agency shall be permitted to obtain the information. Any
<br />information obtained by the agency shall only be used for purposes that are consistent with
<br />existing law." (Government Code §6254.5(e)); and
<br />WHEREAS, the City desires to provide OCBC and SCAG with Confidential Information
<br />for the purpose of SCAG's research study ("Purpose"), but the City does not intend to waive the
<br />exemption to disclosure of the Confidential Information under the Public Records Act, so Recipient
<br />must comply with Government Code §6254.5(e) when handling the Confidential Information in
<br />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 />1. "Confidential Information" shall mean any business or technical information relating to
<br />the SCAG research study disclosed by Discloser in any form (written, visual, electronic, aural, or
<br />otherwise) to Recipient that is treated by Discloser as proprietary, confidential, or a trade secret,
<br />including but not limited to, any information, financial statements, social security information, tax
<br />returns, processes, methods, know-how, trade secrets, technical information, drawings, graphs,
<br />analytical data, data analyses, copyrighted information, techniques, equipment, software programs,
<br />costs, profit and loss information, operating procedures, analytical protocols and equipment,
<br />
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