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or resulting to any person, firm or corporation who may be injured or damaged by the CITY in the performance of this Agreement. Conflict of Interest The following protections against conflict of interest will be upheld: A. CITY and FRIENDS certify that no member, officer, or employee of the CITY and/or FRIENDS or its designees or agents, and no other public official of CITY and/or FRIENDS who exercises any functions or responsibilities with respect to the programs or projects covered by this Agreement, shall have any interest, direct or indirect in this Agreement, or in its proceeds during his/her tenure or for one year thereafter. B. CITY and FRIENDS certify that no one who has any financial interest in this Agreement or receives compensation for services from CITY or FRIENDS is related by blood or marriage within the third degree to the Mayor or any one or more of the members of the City Council, City Manager, or the head of the department and /or Friends' Board to which these services are to be provided pursuant to this Agreement. 10. Governing Law This Agreement shall be governed by the laws of the State of California. 11. Notices If either party shall desire or be required to give notice to the other, such notice shall be given in writing, by prepaid U.S. certified or registered postage, addressed to recipient as follows: CITY: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M -30) Santa Ana, CA 92701 With a copy to: Recreation and Community Services Agency 26 Civic Center Plaza Santa Ana, CA 92701 ATTN: Executive Director FRIENDS: Friends of the Santa Ana Zoo 1801 E. Chestnut Santa Ana, CA 92701 Attn: 12. Modifications This Agreement may be modified only by written Agreement of all the parties. 13. Signs and Interpretive Aids At commencement of construction of the Project, at least one temporary sign acknowledging FRIENDS' assistance shall be located on or near the Project site. This sign 20A -5