WOODRUFF, SPRADLIN, & SMART, PCC

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concluded. This includes reasonable costs of legal representation. Payment is due upon presentation of a bill for services, costs, and expenses. 14. CONFIDENTIALITY If Attorneys receive from the City information, which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Attorneys agree that it shall not use or disclose such information except in the performance of this Agreement, and further agree 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 Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 15. CONFLICT OF INTEREST CLAUSE Attorneys covenant that they presently have no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 16. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Fax:(714) 647-6956 Courtesy Copy: Executive Director of Human Resources City of Santa Ana 20 Civic Center Plaza (M-24) Santa Ana, California 92702 Fax:(714) 647-6930 To Attorneys: Attention: Barbara Raileanu Woodruff, Spradlin & Smart, PC 555 Anton Boulevard, Suite 1200 Costa Mesa, California 92626 Fax: (714) 415-1102 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the 1632715.1