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or equitable relief is due by reason of the negligence, recklessness or willful misconduct of Consultant <br /> arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs <br /> for the defense of the City, including fees and costs for special counsel to be selected by the City, <br /> regarding any action by a third party asserting that personal injury, damages, just compensation, <br /> restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, <br /> or effects arising from this Agreement. City may make all reasonable decisions with respect to its <br /> <br /> representation in any legal proceeding. <br /> 9. CONFIDENTIALITY <br /> If Consultant receives from the City information which due to the nature of such information is <br /> reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or <br /> disclose such information except in the performance of this Agreement, and further agrees to exercise the <br /> same degree of care it uses to protect its own information of like importance, but in no event less than <br /> 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 and <br /> <br /> nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; <br /> (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br /> <br /> possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by <br /> operation of law; or (e) is independently developed by the Consultant without reference to information <br /> disclosed by the City. <br /> 10. CONFLICT OF INTEREST CLAUSE <br /> Consultant 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 /> 11. 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 facsimile or other telegraphic communication in the manner <br /> 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 /> facsimile (714) 647-6956 <br /> With courtesy copies to: <br /> Public Works Agency -Water Division <br /> City of Santa Ana <br /> 220 S. Daisy Avenue, M-85 <br /> Santa Ana, CA 92703 <br /> facsimile (714) 647-3345 <br /> 4 <br /> 25E-8 <br /> <br />