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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 /> City Council 24 — 46 1/18/2022
<br /> Page 6 of 9
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