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<br />IdcntlficatioTl and Quantification of Unknown Rat..honucl1des jJl a Pi!.:cc of X-Ray EqLlipmcnt <br />Santa ..\.lla Zoo <br /> <br />Pnge 30f 10 <br />Jllly 25, 2006 <br /> <br />prior to approval of insurance by the City. <br /> <br />6. INDEM;\nFTc.\TION <br /> <br />4~--COASLlltant agrees te aHd "hall iAdemnify nml aeld aamde.;s tRe City, its efReers, ageAts, emplo)'eeJ, <br />€0fI,;ult:1Rt::, sj3€eial 8ounsel, and refln~~;ontativc:. from liability fur J3ersenul illjlifY, damab8s,j::l3t 12ompensation, <br />feS-ftfution, judieial or equita13le relief arj~;iFl6 out of claim,; for FlersoH~:l it'ljllr~;, inelUlliFlb health, AHa elaims for <br />proper!:; damago, which IRA) ari~;e ffElm the direst or iRllireet operation..:. oftRe CORs1;lltant or its contr:Jetors, <br />,:ubcor:traetors, a.r:;(,mts, employees, or etHer persons actin; on thl.:1ir beha~f \','hieR rebtes to the sen iees de,-;cribed <br />in section] of this .\g;meIFll.:1nt. <br /> <br />7. CONFfI)ENTIALITY <br /> <br />If Consultant receives from the City information v,ihich due to the nature of such information is reasonably <br />understood to be confidential and/of proprietary, Consultant agrees that it shaH not use or disclose slIch <br />mfom13tion except in the performance oftllis Agreement, and further agrees to exercise the same degree of care <br />it lIses to protect its own infonnation oflike impOliance, but in no event less than reasonable care. "Confidential <br />Intonllation" shall include all nonpuhlic information. Confidential information includes not only written <br />infonnation, but also information lransferred orally, visually, electronically, or by uther means. Confidential <br />information disclosed to either party by any subsidiary and/or agent ofthc other party is covered by this <br />Agreement. The foregoing obligations of nOll-use and nondisclosure shall not apply to any information that (a) <br />has been dISclosed in publicly availahle sources; (b) is, through no fault of the Cnnsultant disclosed in a <br />pnbhcly available source; (c) [s in rightful possession of the Consultant without an obligation of confidentiality; <br />(d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without <br />reference to infonnation disclosed by the City. <br /> <br />S. CONFLICT OF INTICREST CLAUSE <br /> <br />Consultant \;ovenants that it presently has no interests and sha1l not have inlerests, direct or indirect, whIch <br />would conflict in any marmer with perfol111ancc of services specified under this Agrt:cment. <br /> <br />9. NOTICE <br /> <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing <br />and shall be deemed to be properly given if delivered in person or mailed by first cia" or certified mail, postage <br />prepaid, or sent by tclefaesimile or other telegraphic communication in the manner provided in this Section, to <br />the following persons: <br /> <br />To City: <br /> <br />Clerk of the City Council <br />City of Santa Ann <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />tclefacsimile (714) 647-6956 <br />