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10. CONFIDENTIALITY <br />II Consultant receives from the Cily information which dice to the nature of such <br />information is reasonably understood to be confidential and/orproprietary, C011Sullant agrees that <br />it shall not List or disclose such information except in the perturmancc of this Agrceancnt, and <br />fitrdier agrees to exercise the same de. -rev of cart 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 infomation. Confidential information includes not only written information, but also <br />information namsfcn-cd orally, visually, ciccu-onically, or by otlicr means. Confidential <br />information disclosed to tither 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 />Consullaw disclosed in a publicly available Source; (c) is in righlful possession of the Consultant <br />without all obligation ofconfidcntiality; (d) is required to be disclosed by operation ol'law; or (c) <br />is independently developed by the Consultant without reference to inturmation disclosed by the <br />City. <br />It. 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 specified under this <br />A greens en t. <br />12. NOTICE <br />Any notice, tender, demand, delivery, or ollaer 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 tax or other telegraphic communication in <br />the ntamter provided in this Section, to the following persons: <br />To City: <br />Clcrk ol'thc Citv 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 />With courtesy copies to: <br />City Manager <br />City of Santa Ana <br />20 Civic Center Plaza (M-31) <br />P.O. Box 1988 <br />Santa Ana, C:alifbrnia 92702 <br />City Council 30 — 12 4/6/2021 <br />Pagc 5 of8 <br />