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EXHIBIT 2 <br />10. CONFIDENTIALITY <br />If Consultant 'receives froM, the 'City information wKcb due to tfie.w;ure of such <br />information is reasonably understood to be confidential and/or proprietary , Consultant agrees that <br />it shall not use or disclose such -infomation 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 oflike <br />importance, but in no event less than reasonable e6m, "Confidential Inforniatfori'6411 include all <br />ponpublic. information.. C60ideptiol information -includes not only written infbrMatim, but also <br />information transferred orally, visually, electro*caRy, or by other means; Confidential <br />information disclosed to either party by any subsidiary and/or agent pfthe other party is covered <br />by this Agreement the':65tqgoinj o61igatiofis 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 />Consultant digaoped.inapublicly -avai.14t�16.9ourcp;-.(0)*is: itI rightful .possession .ofthe Consultant <br />without anobligation. qfp4denfiality; d).jisreq e disclosed b *e4tob.y operation of law; or: (e) <br />is, independently developed by the Consultant without reference to information disclosed, by the <br />City. <br />11. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants .t.h4titpre�kentlyhas uq interest and shall not have director <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />12. NOTICE <br />Any notice, tender, demand, delivery, or other communico0orL pursuant to this Agreement <br />shall be m-*. writing and shall be deemed to .be properly given if delivered in',person'or mailed by <br />first class or:dertifiedmail, postage:p repalid, (it, sent by fax of othex-VACgr4phic communication m, <br />the roanner.providedin this section, to. the following persons: <br />To City. Clerk of ' the Pity Council <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O. Box 108$ <br />Saota,Ana, GA, 9V0I-10.88 <br />Fax 714-6.4749.56 <br />Executive -Director <br />Public. WorksAgehqy <br />-CityofSanta Ana <br />20 Civic Center Plaza (M-2 1) <br />P.;.O.. Box 1989 <br />Santa Ana, CA 92702 <br />To C6risultaritt Urban Futures, Inc. <br />1782.1 P- 1 ith Street, Suite 245 <br />2 Defuse- <br />