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due by reason of the terms of or effects arising from, and to the extent of Consultant's, negligent <br />acts, omissions or willfiil misconduct in the performance of this Agreement. <br />CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/,)r 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 transferred orally, visually, electronically, or by other means. <br />Confidential information disclosed to either party by any subsidiary and/or agent of the other <br />party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure <br />shall not apply to any information that (a) has been disclosed in publicly available sources; (b) 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; or (e) is independently developed by the Consultant without <br />reference to information disclosed by the City. <br />9. 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 <br />this Agreement. <br />10. NOTICE <br />Any notice, tender, demand, delivery, or ott_.,r 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 />To City: City of Santa Ana <br />C/o Clerk of the Council <br />20 Civic Center Plaza <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />telefacsimile (714) 647-6956 <br />With copy to: Executive Director of PBA <br />City of Santa Ana <br />20 Civic Center Plaza <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />telefacsimile (714) 973-1461 <br />4 <br />25A-16