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indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, <br />pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of <br />any failure or alleged failure to comply with such laws, rules or regulations. <br />9. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such information <br />is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise <br />the same degree of care it uses to protect its own information of like importance, but in no event less <br />than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use <br />and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in <br />rightful 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 reference <br />to information disclosed by the City. <br />10, CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no 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 />11. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first <br />class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in <br />the manner provided in this Section, to the following persons: <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 />Fax 714-647-6956 <br />With courtesy copy to: Executive Director of Public Works <br />City of Santa Ana <br />Attn: Design Engineering <br />20 Civic Center Plaza (M-36) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Fax 714-647-5635 <br />To Consultant: Donna Desmond Associates <br />265 S. Beverly Glen Boulevard <br />Los Angeles, CA 90024 <br />Fax 310-475-1114 <br />A party may change its address by giving notice in writing to the other party. Thereafter, any <br />communication shall be addressed and transmitted to the new address. If sent by mail, communication <br />shall be effective or deemed to have been given three (3) days after it has been deposited in the United <br />