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<br /> <br /> <br /> <br /> <br /> section 1 of this Agreement; and (2) from any claim that personal injury, damages, just <br /> compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects <br /> arising from this Agreement. This indemnity and hold harmless agreement applies to all claims <br /> for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have <br /> been suffered, by reason of the events referred to in this Section or by reason of the terms of, or <br /> effects, arising from this Agreement. <br /> <br /> 7. 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 that <br /> it shall not use or disclose such information except in the performance of this Agreement, and <br /> further agrees to exercise the same degree of care it uses to protect its own information of like <br /> importance, but in no event less than reasonable care. "Confidential Information" shall include <br /> all nonpublic information. Confidential information includes not only written information, but <br /> also information transferred orally, visually, electronically, or by other means. Confidential <br /> information disclosed to either party by any subsidiary and/or agent of the other party is covered <br /> by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to <br /> any information that (a) has been disclosed in publicly available sources; (b) is, through no fault <br /> of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the <br /> Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of <br /> law; or (e) is independently developed by the Consultant without reference to information <br /> disclosed by the City. <br /> 8. CONFLICT OF INTEREST 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 this <br /> Agreement. <br /> <br /> 9. NOTICE <br /> Any notice, tender, demand, delivery, or other communication pursuant to this <br /> Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br /> mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other <br /> telegraphic communication in the manner provided in this Section, to the following persons: <br /> <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 Finance and Management Services <br /> City of Santa Ana <br /> 20 Civic Center Plaza (M-17) <br /> P.O. Box 1988 <br /> Santa Ana, California 92702 <br />