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10.2 Identification of Proprietarv Information. Grantor will cooperate with Grantee in an effort to preserve and to protect, to the maximum extent authorized by law, the privileged and confidential nature of all proprietary information that, at the time it is submitted to or inspected by Grantor, is clearly identified by Grantee as being "proprietary, privileged, and confidential." 10.3 California Public Records Act. If Grantor receives a request under the California Public Records Act (California Government Code Sections 6250 ~ seq.), or under any legal process that may require disclosure of Grantee's information, data, or documents that have been identified as "proprietary, privileged, and confidential," then Grantor will: (i) give Grantee prompt written notice of that request; and (ii) use all reasonable efforts to defer disclosure until Grantee determines to waive compliance with the provisions of this Section 10, or to seek an appropriate protective order, or to pursue such other legal remedies as may be necessary to protect the privileged and confidential nature of Grantee's proprietary information. 10.4 Resolution of Conflicts. This Section 10 is in all respects subject to the California Public Records Act, which will supersede the provisions ofthis section in the event of any conflict. II. FRANCHISE VIOLATIONS, REMEDIES AND ENFORCEMENT PROCEDURES ILL Revocation, Termination, or Forfeiture. (a) Consistent with applicable law, and in addition to all rights set out elsewhere in this Agreement, Grantor reserves the right to revoke, terminate, or declare a forfeiture of the franchise, subject to the procedural requirements set forth in this Section II, if the Grantee, whether willfully or negligently, violates any material provision of this Agreement and, following notice, thereafter fails to correct or cure that violation in accordance with the terms of this Agreement. (b) The proposed revocation, termination, or declaration of a forfeiture of the franchise attributable to Grantee's violation of any of the material provisions ofthis Agreement specified below in Subsection 11.2 must be considered and determined by the City Council at a hearing following receipt of the City Manager's recommendation, which recommendation must be preceded by compliance with the written notice of violation and opportunity to cure provisions set forth in Subsection 11.4. 11.2. Grounds for Revocation, Termination, or Forfeiture. Where the Grantee's violation is determined to involve any of the following, each of which is deemed to constitute a material provision of this Agreement, the Grantor's City Council may revoke, terminate, or declare a forfeiture ofthis franchise and all rights and privileges associated with it: (a) Grantee's repeated failure to make any payment of franchise fees as provided for in Subsection 2.2( d) after written notice of violation has been given, unless Grantee is in good faith contesting that payment in a court or governmental agency of competent jurisdiction. For purposes of this paragraph (a), "repeated" means more than once. 12097-0002\6806 72v 19 .doc -29- City of Santa Ana EXECUTION COPY 4/07/05