Agenda Packet_2022-01-18 - Laserfiche WebLink

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13. CONFIDENTIALITY If Company receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Company agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a) has been disclosed in publicly available sources; (b)is,through no fault of the Company disclosed in a publicly available source;(c)is in rightful possession of the Company without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) is independently developed by the Company without reference to information disclosed by the City. 14. CONFLICT OF INTEREST CLAUSE Company covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 15. DISCRIMINATION Company shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation,age, national origin,ancestry,or disability, as defined and prohibited by applicable law, in the recruitment,selection,training,utilization,promotion,termination or other employment related activities. Company affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. EXCLUSIVITY AND AMENDMENT For the Term of this Agreement, Company shall be the exclusive advertising and maintenance partner to the City for its Street Furniture. Furthermore, Company shall have the exclusive right to represent, manage, and sell the Advertising Inventory. This Agreement does not include digital community kiosks that provide information of interest to residents and tourists and/or any stops or infrastructure related to the OC Streetcar that is scheduled to begin service at some time following the j Effective Date of this Agreement. The rights under this Agreement may include a possible nonexclusive future digital option at future Street Furniture locations as determined by the City. This option would provide digital advertising kiosks that may be built in the future which will be serviced and compensated pursuant to mutually agreeable terms to be negotiated in writing by the parties at a later date. This Agreement represents the complete and exclusive statement between the City and Company, and supersedes any and all other agreements, oral or written,between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail. City Council 24 — 100 1/18/2022 Page 8 of 27