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Exhibit 7
<br />8. CONFIDENTIALITY
<br />If Provider receives from the City information which due to the nature of such information
<br />is reasonably understood to be confidential and/or proprietary, Provider agrees that it shall not use
<br />or disclose such information except in the performance of this Agreement, and further agrees to
<br />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 Provider disclosed in a
<br />publicly available source; (c) is in rightful possession of the Provider without an obligation of
<br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently
<br />developed by the Provider without reference to information disclosed by the City. This
<br />confidentiality provision shall survive expiration or termination of this Agreement.
<br />9. CONFLICT OF INTEREST CLAUSE
<br />Provider covenants that it presently has no interest 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 />10. BACKGROUND CHECK REQUIREMENTS
<br />Provider 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 1192.7(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,
<br />273.5, 262, 264.1, 266, 266c, 266h, 266i, 266j, 267, 269, 272, 273a, 273ab, 273d, 285, 286, 288,
<br />288a, 288.2, 288.3, 288.4, 288.5, 288.7, 289, 290, 311.1, 311.2, 311.3, 311.4, 311.10, 311.11, 314,
<br />347(a), 368, 417(b), 451(a),518 with 186.22, 647.6, 653f(c), 664 and 187, 667.5(c), 18745, 18750,
<br />or 18755, 12022.53, 11418(b)(1) or (b)(2); Business and Professions Code Section 729. Failure
<br />to comply with this Section shall be grounds for immediate termination of this Agreement.
<br />11. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
<br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
<br />first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
<br />the manner provided in this Section, to the following persons:
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