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City may make all reasonable decisions with respect to its representation in any legal <br />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 <br />this Agreement, and further agrees to exercise the same degree of care it uses to protect <br />its own information of like importance, but in no event less than reasonable care. <br />"Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred <br />orally, visually, electronically, or by other means. Confidential information disclosed <br />to either party by any subsidiary and/or agent of the other party is covered by this <br />Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to <br />any information that (a) has been disclosed in publicly available sources; (b) is, through <br />no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />possession of the Consultant without an obligation of confidentiality; (d) is required to <br />be disclosed by operation of law; or (e) is independently developed by the Consultant <br />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 <br />interests, direct or indirect, which would conflict in any manner with performance of <br />services 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 <br />telefacsimile or other telegraphic communication in the manner provided in this <br />Section, to the following persons: <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 />telefacsimile (714) 647-6956 <br />With courtesy copies to: <br />Executive Director of Public Works <br />City of Santa Ana <br />220 S. Daisy Avenue, M-85 <br />