HomeMy WebLinkAboutCivitas Advisors, Inc. Transient Occupancy Tax Information Nondisclosure Agreement-7-19-24 Docusign Envelope ID:6841236D-B932-4AF6-BCF5-84A1DFFFB23A
Transient Occupancy Tax Information Nondisclosure Agreement
This Nondisclosure Agreement (the Agreement) is entered into on n7ilgi?nga by and
between the City of Fresno with its principal offices at 2600 Fresno Street, Fresno, CA
93721 (Disclosing Party) and Civitas Advisors, Inc., a California corporation with its
principal offices at 1102 Corporate Way, Suite 140, Sacramento California 95831
(Receiving Party) for the purpose of preventing the unauthorized disclosure of
Confidential Information as defined below. The parties agree to enter into a confidential
relationship with respect to the disclosure of certain proprietary and confidential
information (Confidential Information).
1. Definition of Confidential Information. For purposes of this Agreement, "Confidential
Information" shall include all information or material regarding transient occupancy
taxes collected by or behalf of Disclosing Party which is being provided to Receiving
Party.
2. Exclusions from Confidential Information. Receiving Party's obligations under this
Agreement do not extend to information that is: (a) publicly known at the same time
of disclosure or subsequently becomes publicly known through no fault of the
Receiving Party; (b) is disclosed by Receiving Party with Disclosing Party's prior
written approval; or (c) is disclosed to any third party through no fault of Receiving
Party.
3. Obligations of Receiving Party. Receiving Party shall hold and maintain the
Confidential Information in strictest confidence. Receiving Party shall carefully restrict
access to Confidential Information. Receiving Party shall not disclose to any third
party the gross receipts of any person or entity paying transient occupancy tax to the
Disclosing Party, or the amount of transient occupancy tax generated. Receiving
Party shall not, without prior written approval of Disclosing Party, use for Receiving
Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use
by others for their benefit to the detriment of Disclosing Party, any individual
Confidential Information. Any report prepared by Receiving Party using Confidential
Information shall be written in such a way as to preclude the identification of individual
business or individual tax payers by reading the report, provided that this shall not
prohibit the preparation and distribution of a report listing hotels, motels, and property
management agencies without disclosure of their respective gross receipts or the
amount of transient occupancy tax generated.
4. Time Periods. The nondisclosure provisions of this Agreement shall survive the
termination of this Agreement and Receiving Party's duty to hold Confidential
Information in confidence shall remain in effect until Disclosing Party sends Receiving
Party written notice releasing Receiving Party from this Agreement.
5. Relationships. Nothing contained in this Agreement shall be deemed to constitute
either party a partner, joint venturer or employee of the other party for any purpose.
6. Severability. If a court finds any provision of this Agreement invalid or unenforceable,
the remainder of this Agreement shall be interpreted so as best to effect the intent of
the parties.
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Docusign Envelope ID:6841236D-B932-4AF6-BCF5-84A1 DFFFB23A
7. Integration. This Agreement expresses the complete understanding and entire
agreement of the parties with respect to the subject matter and supersedes all prior
proposals, agreements, representations and understandings. This Agreement may
not be amended except in a writing signed by both parties.
8. Waiver. The failure to exercise any right provided in this Agreement shall not be a
waiver of prior or subsequent rights.
9. Interpretation and Presumption. This Agreement shall be interpreted in accordance
with California law. It is the parties' express intent that no presumption shall arise
from the identity of the drafter.
10. Indemnification. Receiving Party shall defend, indemnify, and hold harmless
Disclosing Party from and against any and all claims, damages, losses, and causes
of action which may be asserted against or suffered by Disclosing Party arising out
of the receipt of Confidential Information by Receiving Party, its subsequent
disclosure, and/or any breach by Receiving Party of its obligations under this
Agreement.
11. Attorneys Fees and Costs. In the event of litigation between the parties concerning
the interpretation, implementation, or termination of this agreement the prevailing
party in such litigation shall, upon order of the court, be entitled to recover its
reasonable attorney's fees, expert witness fees, and costs.
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.
CITY OF FRESNO, CIV AQVISORS, INC.
A California municipal corporation G �
By:
san Isl, Name: John Lambeth
City Controller/Finance Director
APPROVED AS TO FORM: Title: President
ANDREW JANZ (If corporation or LLC., Board Chair,
pr ,�ce Pres.)
City orne � �
4By:
By-, 7 Z _ .
Brandon D let D te Name: Carson Lambeth
Chief Assistant City Attorney
Title: Treasurer
ATTEST: (If corporation or LLC., CFO, Treasurer,
TODD STERMER, CMC Secretary or Assistant Secretary)
City Clerk
By: 7-Z�ZoZ t;
Date
Deputy
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