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<br />eftects arising from this Agreement. City may make all reasonable decisions with respect to its <br />representation in any legal proceeding. <br /> <br />7. CONFIDENTIALITY <br /> <br />I r Consultant receives from the City information 'which due to the nature of such <br />information is reasonably understood to be contidential and/or proprietary, Consultant agrees <br />that it shall not use or disclose such information except in the performance or this Agreement, <br />and further agrees to exercise the same degree of carc it uses to protect its ovvn information of <br />like importance. but in no event less than reasonable care. "Confidential Information" shall <br />include all nonpublic information. Confidential information includes not only \,.,rritten <br />information, but also information transferred orally, visually, electronically, or by other means. <br />Confidential information disclosed to either party by any subsidiary and/or agent of the other <br />party is covered by this Agrct:ment. The foregoing obligations urnon-use and nondisclosure <br />shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is. <br />through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />possession of the Consultant without an obligation of confilkntiality: (d) is required to be <br />diselnsed by operation oflaw; or (e) is independently developed by the Consultant without <br />reference to information disclosed by the City. <br /> <br />8. CONFLICT OF INTEREST CLAUSE <br /> <br />Consultant covenants that it presently has no interests and shall not have interests. direct <br />or indirect, which would conflict in any manner with performance of services specified under <br />this Agreement. <br /> <br />9. NOTICE <br /> <br />Any notice. tender, demand, delivery. or other communication pursuant tu this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed hy tirst class or certified mail, postage prepaid. or sent by telefacsimile or other <br />telegraphic communication in the manner provided in this Section. to the following persons: <br /> <br />To City: <br /> <br />Clerk of the City Cuuncil <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 /> <br />To Consultant: <br /> <br />Managen1cnt Partners, Inc. <br />2107 N. First Street, Suite 470 <br />San Jose, CA 95131 <br />telefaesimile (408) 453~6191 <br /> <br />Attn: Andrew Belknap, Regional VI' <br /> <br />3 <br />