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of, or effects, arising from this Agreement, City may make all reasonable decisions with respect <br />to its representation in any legal proceeding. <br />7. 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 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 />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 tinder <br />this Agreement. <br />9. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and sba1I 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: <br />and, <br />Clerk of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M -30) <br />P.O. Sox 1988 <br />Santa Ana, CA 92702 -1988 <br />telefacsimile (714) 647 -6956 <br />Executive Director, <br />Finance & Management Services <br />25G -6 <br />