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Agreement. City may make all reasonable decisions with respect to its representation in any <br />Icgal proceeding. <br />H. CONFIDENTIALITY <br />IC Consultant receives from the Ciry information which due to the nature of such <br />information is reasonably undctstood to be confidential ancUor proprietary, Consultant agrccs <br />that it shall not use or disclose such information except in the performance of this Agreement, <br />and further agrccs to exercise the sa~uc degree of ire it uses to protect its own information of <br />like importance, but in no event Icss than reasonable care. °Confidcntial Information" shall <br />include all nonpublic infot~nation. Contiden[ial information includes not only written <br />information, but also information transferred orally, visually, clcctronically, ur by other means. <br />Confidcntial information disclosed to either party by any subsidiary and/or agent of the other <br />party is covered by this Agrccmcnt. 'I he foregoing obligations ofnon-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 diacloscd in a publicly available source; (c) is in rightful <br />possession of the Consultant without an obligation of confidcntiahty; (d) is required to be <br />diacloscd by operation of law; or (e) is independently developed by the Consultant without <br />reference to information disclosed by the City. <br />9. CONFLICT OF' IN'EEREti'E CLAUSE <br />Consultant covenants that it prescnlly has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under <br />this Agrccmcnt. <br />10. NOTICE <br />Any notice, tender, demand, delivery, or other commnnica[ion pursuant to this <br />Agrccmcnt shall be in writing and shall be deemed Lu be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by tdefacsimile or other <br />telegraphic communication in the manner provided in this Section, to the following persons: <br />To City: Clerk of the Ciry Council <br />City of Santa Ana <br />30 Civic Ccntcr Plaza (M-30) <br />P.O. t3ox 1988 <br />Santa Ana, CA 92702-1988 <br />telefacsimile (714) 647-6956 <br />With courtesy topics tu: <br />Executive Director of Public Works <br />City of Santa Ana <br />20 Civic Ccntcr Playa (M-36) <br />P.U. f3ox 1988 <br />