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the City, including fees and costs for special counsel to be selected by the City, regarding <br />any action by a third party challenging the validity of this Agreement, or asserting that <br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to <br />personal or property rights arises by reason of the terms of, or effects arising from this <br />Agreement. City may make all reasonable decisions with respect to its representation in any <br />legal proceeding. <br />7. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Consultant <br />agrees that it shall not use or disclose such information except in the performance of this <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its own <br />information of like importance, but in no event less than reasonable care. "Confidential <br />Information" shall include all nonpublic information. Confidential information includes not <br />only written information, but also information transferred orally, visually, electronically, or <br />by other means. Confidential information disclosed to either party by any subsidiary and/or <br />agent of the other party is covered by this Agreement. The foregoing obligations of non-use <br />and nondisclosure shall not apply to any information that (a) has been disclosed in publicly <br />available sources; (b) is, through no fault of the Consultant disclosed in a publicly available <br />source; (c) is in rightful possession of the Consultant without an obligation of <br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently <br />developed by the Consultant without reference to information disclosed by the City. <br />8. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance of services <br />specified under this Agreement. <br />9. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in <br />person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or <br />other telegraphic communication in the manner provided in this Section, to the following <br />persons: <br />To City: <br />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 />telefacsimile (714) 647-6956 <br />