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and pay all cost for the defense of the City, including fees and costs for special counsel <br />to be selected by the City, regarding any action by a third party challenging the validity of <br />this Agreement, or asserting that personal injury, damages, just compensation, <br />restitution, judicial or equitable relief due to personal or property rights arises by reason <br />of the terms of, or effects arising from this Agreement. City may make all reasonable <br />decisions with respect to its representative in any legal proceeding. <br />VI I. CONFIDENTIALITY <br />If Contractor receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Contractor <br />agrees that it shall not use or disclose such information except in the performance of this <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its <br />own information of like importance, but in no event less than reasonable care. <br />"Confidential information" shall include all nonpublic information. Confidential information <br />includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by <br />any subsidiary and/or agent of the other party is covered by this Agreement. The <br />foregoing obligations of nonuse and nondisclosure shall not apply to any information that <br />1) has been disclosed in publicly available sources; 2) is, through no fault of the <br />Contractor, disclosed in a publicly available source; 3) is in rightful possession of the <br />Contractor without an obligation of confidentially; 4) is required to be disclosed by <br />operation of law; or 5) is independently developed by the Contractor without reference to <br />information disclosed by the City. <br />VIII.CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance if services <br />specified under this Agreement. <br />IKNOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in <br />person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or <br />other telegraphic communication to the following persons: <br />To City: Clerk of the City Council <br />City of Santa Ana <br />P.O. Box 1988 M-30 <br />Santa Ana, CA 92702-1988 <br />With courtesy copies to: <br />Executive Director, Public Works Agency <br />City of Santa Ana <br />P.O. Box 1988 M-21 <br />Santa Ana, CA 92702 <br />And: City Attorney <br />City of Santa Ana