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Exhibit 7
<br />9. RECORDS
<br />Contractor shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Contractor shall maintain complete and accurate records with respect to
<br />the costs incurred under this Agreement and any services, expenditures, and disbursements
<br />charged to the City for a minimum period of three (3) years, or for any longer period required by
<br />law, from the date of final payment to Contractor under this Agreement. All such records and
<br />invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
<br />examine, audit, and make transcripts or copies of such records and any other documents created
<br />pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all
<br />work, data, documents, proceedings, and activities related to this Agreement for a period of three
<br />(3) years from the date of final payment to Contractor under this Agreement.
<br />10. CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such information
<br />is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not
<br />use or disclose such information except in the performance of this Agreement, and further agrees
<br />to exercise the same degree of care it uses to protect its own information of like importance, but in
<br />no event less than reasonable care. "Confidential Information" shall include all nonpublic
<br />information. Confidential information includes not only written information, but also information
<br />transferred orally, visually, electronically, or by other means. Confidential information disclosed
<br />to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The
<br />foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has
<br />been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in
<br />a publicly available source; (c) is in rightful possession of the Contractor an obligation of
<br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently
<br />developed by the Contractor without reference to information disclosed by the City.
<br />11. CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />12. BACKGROUND CHECK REQUIREMENTS
<br />Contractor shall not assign any employee, agent, subcontractor or volunteer to provide
<br />services pursuant to this Agreement, if that employee, agent, subcontractor or volunteer is required
<br />to register as a sex offender under California Penal Code Section 290 et seq, has a conviction for
<br />any crime of moral turpitude, has a conviction for a violent felony as defined in California Penal
<br />Code Section 667.5(c), or has a conviction for a serious felony as defined in California Penal Code
<br />Section I I92.7(c). Disqualifying convictions include but are not limited to, violations of California
<br />Penal Code Sections 37, 128, 136.1 with Section 186.22, 187, 190-190.4 and 192(a), 205, 206,
<br />207-209.5, 211, 212, 212.5, 213, 214, 215, 218-219, 220, 236.1(b) or 236.1(c), 243.4, 261, 261.5,
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