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of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold <br />harmless, and pay all costs for the defense of the Agency, including fees and costs for special <br />counsel to be selected by the Agency, regarding any action by a third party challenging the <br />validity of this Agreement, or asserting that personal injury, damages, just compensation, <br />restitution, judicial or equitable relief due to personal or property rights arises by reason of the <br />terms of, or effects arising from. this Agreement. Agency may make all reasonable decisions <br />with respect to its representation in any legal proceeding. <br />81 CONFIDENTIALITY <br />If Consultant receives from the Agency information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees <br />that it shall not use or disclose such information except in the performance ofthis Agreement, <br />and further agrees to exercise the same degree of care it uses to protect its own 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 written <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 ogler <br />party is covered by this Agreement. The foregoing obligations of non --use and nondisclosure <br />shall not apply to any information that has been disclosed in publicly available sources; h 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 confidentiality; d is required to be <br />disclosed by operation of law; ore is independently developed by the Consultant without <br />reference to information disclosed by the Agency. <br />. CONFLICT of INTEREJ ST CLAUSE <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 />10', NOTICE <br />Any notice, tender;, demand, delivery, or other communication urs ant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />nailed by fiat class or cellified mail, postage prepaid, or sent by tel fa simile or other <br />telegraphic communication in the manner provided in this Section, to the following persons: <br />To Agency <br />Community Redevelopment Agency <br />City of Santa Ana — Housing Division <br />20 Civic Center Plaza (M-37) <br />.. Box 1988 <br />Santa Ana, CA 92702-1988 <br />Attn: Executive Director <br />4 -41 2 <br />