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defense of the City, including fees and costs for special counsel to be selected by the City, relative to <br />any action by a third party challenging the validity of this Agreement, or asserting that personal injury, <br />damages, just compensation, restitution, lost profits, or judicial or equitable relief or any other type of <br />damage whatsoever has arisen by reason of the terms of, or effects arising from this Agreement or <br />Contractor's actions hereunder. City may make all reasonable decisions with respect to its <br />representation in any legal proceeding. <br />8. CONFIDENTIALITY <br />If Contractor receives from the City information which, due to the nature of such information, <br />is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise <br />the same degree of care it uses to protect its own information of like importance, but in no event less <br />than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or 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 available <br />sources; (b) is, through no fault of the Contractor, disclosed in a publicly available source; (c) is in <br />rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Contractor without reference to <br />information disclosed by the City. <br />9. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />10. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br />certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the <br />manner provided in this 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 Parks, Recreation and Community Services <br />City of Santa Ana <br />20 Civic Center Plaza (M -23) <br />20 <br />