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further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and <br />costs for special counsel to be selected by the City, regarding any action by a third party asserting that <br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or <br />property rights arises by reason of 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 information is <br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose <br />such information except in the performance of this Agreement, and further agrees to exercise the same degree <br />of care it uses to protect its own information of like importance, but in no event less than reasonable care. <br />"Confidential Information" shall include all nonpublic information. Confidential information includes not <br />only written 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 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 Consultant <br />disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation <br />of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by <br />the Consultant 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 or indirect, <br />which would conflict in any manner with performance of services specified under this Agreement. <br />10. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in <br />writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified <br />mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in <br />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 />telefacsimile (714) 647-6956 <br />With courtesy copies to: <br />Executive Director of Planning and Building <br />City of Santa Ana <br />20 Civic Center Plaza (M-20) <br />P.O. Box 1988 <br />