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10. 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 that <br />it shall not use or disclose such information except in the performance of this Agreement, aid <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 all <br />nonpublic information, Confidential information includes not only written information, but also <br />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 any <br />information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the <br />Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant <br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) <br />is independently developed by the Consultant without reference to information disclosed by the <br />City. <br />11. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interest and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services as specified in <br />Certifications Exhibit C, attached hereto and is incorporated by reference as though fully set forth <br />herein. <br />12. 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 <br />first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in <br />the manner provided in this Section, to the following persons: <br />To City: Cleric 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 />Fred Nlousavipour <br />Executive Director <br />Public Works Agency <br />City of Santa Ana <br />20 Civic Center Plaza (M-36) <br />P.O. Box 1988 <br />Santa Ana, CA 92702 <br />Fax 714-647-5622 <br />Page 5 of 8 <br />