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disclose such intbrnation 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 !it no event less than
<br />reasonable care. "Confidential information" shall include till nonpublic information. Confidential
<br />information includes not only written information, but also information tramsforrd orally, visually,
<br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary
<br />andfor agent of the other party is covered by this Agreement. The foregoing obligations of non-use and
<br />nondisclosure shall not apply to ally irmi"ornation that (a) has been disclosed in publicly available sources;
<br />(b) is, through no fault of the Consultant disclosed in a 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 rererence 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 performance of services specified under this Agreement.
<br />I1, BACKGROUND CHECK REQUIREMENTS
<br />Consultant shall riot assign any 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 Penal Code Section 290 et seq, has a conviction for ally 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 a serious felony as defined in California Penal Corte Section I I92a7(c). Disqualifying
<br />convictions include but are not limited to, violations ofCalifornia Penal Code Sections 37, 128,136.1 with
<br />Section 186.22, 187,190.190.4 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 A, 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, 6530(c), 664 and 187,
<br />667.5(c),18745,18750, or 18755, 12022.53, 11418(b)(1) or (b)(2); Business and Pr%.sslons 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 shah 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 fax or other telegraphic communication in the manner provided
<br />in this Section, to the following persons:
<br />To City: Clerk of the City Council
<br />City of Santa Ana
<br />20 Civic Center Plaza (M-30)
<br />P:O. Sox 1988
<br />Santa Ana, CA 92702-1988
<br />Fax 714-647-6956
<br />#5944v1
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