DAVID MORSE & ASSOCIATES - 2012 - Laserfiche WebLink

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5_ INDEMNIFICATION DNIA agrees to and shall indeninifv and hold harmless the Cite, its officers, a_sents, employees. and representatives from liability for personal iniury, damages. restitution. judicial or equitable relief arising out of DNIA' negligent or wrongful performance or conduct of this Agreement. 6. CONFIDENTIALITY If DMA receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, DMA agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree ofeare it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic inl2�irmation. Confidential information includes not only written information, but also information transferred orally, visualh, electronically. or by other means. Confidential information disclosed to either party by any subsidiary and/or agent ofthe other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources: (b) is, through no fault ofthe DMA disclosed in a publicly available source, (c) is in rightful possession of the DMA without an obligation of confidentiality;, (d) is required to be disclosed by operation of law: or (e) is independently developed by the DMA without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE DMA covenants that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender_ demand, delivery. or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified snail. postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To Citv: Clerk ofthe Council Cit}of Santa Ana 20 Civic Center Plaza (Net -30) P.O. Box 1988 Santa Ana, California 92702 Fax 714-647-6956 With courtesy copy to: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana. California 93702 Fax 714-647-65 15 To DMA: David Morse & Associates P.O. Box 26004 Glendale. CA 91222-6004 Phone (323) 342-6800 A party may change its address by giving notice in writing to the other part\. Thereafter, any notice, tender, demand. delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail. communication shall be effective or deemed to have been given three 7