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<br />8. CONFIDENTIALITY
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<br />If Contractor receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
<br />it shall not use or disclose such information except in the performance of this Agreement, and
<br />further agrees to exercise the same degree of care it uses to protect its own information of like
<br />importance, but in no event less than reasonable care. “Confidential Information” shall include all
<br />nonpublic information. Confidential information includes not only written information, but also
<br />information transferred orally, visually, electronically, or by other means. Confidential
<br />information disclosed to either party by any subsidiary and/or agent of the other party is covered
<br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
<br />information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
<br />Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
<br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
<br />is independently developed by the Contractor without reference to information disclosed by the
<br />City. This confidentiality provision shall survive expiration or termination of this Agreement.
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<br />9. CONFLICT OF INTEREST CLAUSE
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<br /> Contractor 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.
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<br />10. BACKGROUND CHECK
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<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.
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<br />11. NOTICE
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<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 />Exhibit 1
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