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<br /> <br /> <br /> <br /> <br /> 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 <br /> terms of, or effects arising from this Agreement. City may make all reasonable decisions with <br /> respect to its representation in any legal proceeding. <br /> <br /> 8. CONFIDENTIALITY <br /> <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 agrees <br /> that it shall not use or disclose such information except in the performance of this 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 disclosed to either party by any subsidiary and/or agent of the <br /> other party is covered by this Agreement. <br /> The foregoing obligations of non-use and nondisclosure shall not apply to any information that <br /> (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant <br /> disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an <br /> obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is <br /> independently developed by the Consultant without reference to information disclosed by the <br /> City. <br /> <br /> 9. CONFLICT OF INTEREST CLAUSE <br /> <br /> Consultant covenants that it presently has not 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 /> <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 /> <br /> To City: Clerk of the City Council <br /> City of Santa Ana <br /> P.O. Box 1988 <br /> Santa Ana, CA 92702-1988 <br /> Fax (714) 647-6956 <br /> <br /> Copy to: Chief of Police <br /> City of Santa Ana <br /> 60 Civic Center Plaza (M-97) <br /> P.O. Box 1981 <br /> Santa Ana, CA 92702 <br /> Fax (714) 245-8007 <br /> 4 <br /> <br /> 25C-6 <br />