|
CITY OF SANTA ANA
<br />RFP NO.: 20-139
<br />DESIGN, CONSTRUCTION, MAINTENANCE AND MANAGEMENT
<br />OF DIGITAL BILLBOARDS AND MANAGEMENT OF BUS SHELTERS AND STOPS
<br />same degree of care it uses to protect its own information of like importance, but in no event less than
<br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
<br />information includes not only written information, but also information transferred orally, visually,
<br />electronically, or by other means. Confidential information 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 shall not apply to any information that (a) has been disclosed in publicly available sources;
<br />(b) is, through no fault of the Company disclosed in a publicly available source; (c) is in rightful possession
<br />of the Company without an obligation of confidentiality; (d) is required to be disclosed by operation of
<br />law; or (e) is independently developed by the Company without reference to information disclosed by the
<br />City.
<br />12. CONFLICT OF INTEREST CLAUSE
<br />Company covenants that it presently has no interests and shall not have interests, direct or indirect,
<br />which would conflict in any manner with performance of services specified under this Agreement.
<br />13. DISCRIMINATION
<br />Company shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br />Company affirms that it is an equal opportunity employer and shall comply with all applicable federal,
<br />state and local laws and regulations.
<br />14. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Company,
<br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict
<br />between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail.
<br />This Agreement may not be modified except by written instrument signed by the City and by an authorized
<br />representative of Company. The parties agree that any terms or conditions of any purchase order or other
<br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
<br />obligate Company or the City. Each party to this Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting
<br />on behalf of any party, which is not embodied herein.
<br />15. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Company, Company
<br />may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of
<br />the City and any such assignment, transfer, delegation or subcontract without the City's prior written
<br />consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's
<br />ability to have any of the services which are the subject to this Agreement performed by City personnel
<br />or by other companies retained by City.
<br />Page 6 of 9
<br />
|