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Page 6 of 11 <br /> <br />it shall not use or disclose such information 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 of like <br />importance, but in no event less than reasonable care. “Confidential Information” shall include all <br />nonpublic information. Confidential information includes not only written information, but also <br />information transferred orally, visually, electronically, or by other means. Confidential <br />information disclosed to either party by any subsidiary and/or agent of the other party is covered <br />by this Agreement. The foregoing obligations 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 />Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor <br />an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is <br />independently developed by the Contractor without reference to information disclosed by the City. <br /> <br />13. CONFLICT OF INTEREST CLAUSE <br /> <br />a. Contractor covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with the performance of services <br />specified under this Agreement. <br /> <br />b. The parties understand that outside parties, subject to receipt of financial benefit from <br />UASI funding, as noted in Recital Section B and the RFQ, are often utilized by the <br />ASA UASI as subject matter expert reviewing training and exercise proposals. To <br />avoid potential conflict of interest of engaging sub-contractors, subject to receipt of <br />financial benefit from UASI funding, shall not be engaged by the Contractor as a sub- <br />contractor to provide the services provided in this Agreement, or any change order or <br />amendment thereto. <br /> <br /> 14. NOTICE <br /> <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by <br />first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in <br />the manner provided in this Section, to the following persons: <br /> <br />To City: Clerk of the City Council <br />City of Santa Ana <br /> 20 Civic Center Plaza (M-30) <br /> P.O. Box 1988 <br /> Santa Ana, CA 92702-1988 <br /> Fax 714- 647-6956 <br /> <br />With courtesy copies to: <br /> <br />Roland Andrade, Sergeant <br />UASI Grant Coordinator <br />Homeland Security Division <br />Santa Ana Police Department