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9. CON FIDENTi:ILIT1'
<br />If Consultant receives from the City information which due to the nature of such information is
<br />reasonably understood to he confidential andhrr proprietary. Consultant agrees that it shall not use or
<br />disclose such information except in the performance of this Agreement, and further agrees to exercise the
<br />same degree of care it uses to protect its own information of like importance, but in no event less than
<br />reasonable care. "C'onfidenlial Intin'niution" shall include all nonpublic information. Confidential
<br />information Includes not only written information, but also information transferred orally, visually,
<br />electronically, or by other mums. Confidential inlbnnation disclosed to either party by any subsidiary
<br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and
<br />nondisclosure shalt not apply to any information that (a) has been disclosed in publicly available sources;
<br />(b) is, through no fitult of the Consultant disclosed in It publicly available source; (c) is in rightful
<br />possession of the Consultant an obligation of confidentiality; (d) is required to be disclosed by operation
<br />of law; or (c) is independently developed by the Consultant without reference to information disclosed by
<br />the City.
<br />10. CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict in any manner with perlimnance ofservices specified under this Agreement.
<br />if. BACKGROUND CHECK REQUIRENIENTS
<br />Consultant shall not assign ally employee, agent, subcontractors or volunteer to provide services
<br />pursuant to this Agreement, if that employee, agent, subcontractors or volunteer is required to register as a
<br />sex offender under California Pewd Code Section 290 er scq, has a conviction for any crime of moral
<br />turpitude, has a conviction for a violent felony as defined in California Penal Code Section 667.5(c), or
<br />has a conviction for It serious felony as defined in California Pena! Code Section 1192.7(c). Disqualifying
<br />convictions include but are not limited to, violations ofCalifornia Penal Code Sections 37, 128, 136.1 with
<br />Section 186.22, 187. 190- l 90.4 and 192(a), 205, 206, 207-209.5, 211, 212, 212.5, 213, 214, 215, 218-219,
<br />220, 236.1(b) or 236.1(c), 243.4, 261, 261.5, 273.5, 262, 264.1, 266, 266c, 266h, 266i, 266j, 267, 269, 272,
<br />273a, 273ab, 273d, 285, 286, 288, 288a, 288.2, 288.3, 288.4. 288.5, 288.7, 289, 290, 311.1, 311.2, 311.3,
<br />311.4, 311.10, 311.11, 314. 347(a), 368. 417(b), 451(a).518 with 186.22, 647.6, 653Rc), 664 and 187,
<br />667.5(c), 18745, 18750, or 18755, 12022.53,11418(b)(I) or (b)(2); Buslncss and Pi•oJesslons Code Section
<br />729. Failure to comply with this Section shall be groundS for immediate termination of this Agreement.
<br />12. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be
<br />in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
<br />certified mail, postage prepaid, or sent by fox or other telegraphic communication in the manner provided
<br />in this Section, to the fallowing persons:
<br />To City: Clerk of the City Council
<br />City of Santa Ana
<br />20 Civic Center Plaza (M-30)
<br />P.O. Box 1988
<br />Santa Ana, CA 92702-1988
<br />Fax 714• 647-69.56
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