25F - AGMT HAZARDOUS MATERIALS SURVEYS

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information is reasonably understood to be confidential and/or proprietary, Consultant agrees that 'it shall not -use - or disclose such information except in the performance of this -Agreement, and further agrees to exercise the same degree of care it uses to,protect its own nrfonnation of like import=66,'bui in no event less than reasonable care. "Confidential Inforrriation" 'shall include'all nonpublic information: Confidential information includes, not only written information, but also information transfenedorally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through he fault of the Consultant disclosed in:a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be:disclosed by operation'of law; or (e) .'s independently developed by the Consultant without reference to informafion. disclosed by the City. 14, CO NFLICT_OFINTEREST a. Consultant shall disclose any financial, business, or,other relationship with City that -may have an impact upon the outcome of this Agreement, or any ensuing City construction project. Consultant shall also list -cunent'clients who may have a financial interest in the outcome of this Agreement, or any. ensuing City construction project that will follow. b. Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. 15. REBATES, KICKBACKS, OR OTHER UNLAWFUL CONSIDERATION Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any'City. employee. For brea&or violation of this warranty, City shall have the right in its discretion to terminate the contract without liability;10 pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such,rebate, kickback or other unlawful consideration. 16. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and'shall be deemed to be properly given if deliveredin person or mailed by first class or certified 'mail, postage prepaid, or sent by fax or other Telegraphic communication in the mannef provided in this Section, to the following persons: To City_ Clerk of the City council City of Santa Ana 20.Civic Center Plaza (M-30) Pnge 8 of 14 25F-192