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including fees and costs for special counsel to be selected by the City, regarding any <br />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 <br />of the terms of, or effects arising from this Agreement. City may make all reasonable <br />decisions with respect to its representation in any legal proceeding. <br />8. 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/or proprietary, Consultant <br />agrees that it shall not use or disclose such information except in the performance of this <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its <br />own information of like importance, but in no event less than reasonable care. <br />"Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information disclosed to <br />either party by any subsidiary and/or agent of the other party is covered by this <br />Agreement. <br />The foregoing obligations of non-use and nondisclosure shall not apply to any <br />information that (a) has been disclosed in publicly available sources; (b) is, through no <br />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 <br />without 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 <br />under this Agreement. <br />10. 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 <br />person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile <br />or other telegraphic communication in the manner provided in this Section, to the <br />following persons: <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 />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 />And: City Attorney <br />City of Santa Ana <br />25C-6