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(a) <br />CITY OF SANTA ANA <br />REQUEST FOR PROPOSALS <br />FOR <br />DESIGN AND CONSTRUCTION SUPPORT OF THE SANTA ANA DELHI DIVERSION PROJECT <br />RFP NO. 14 -069 <br />than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use <br />and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in <br />rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Consultant without reference <br />to information disclosed by the City. <br />11. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />A party may change its address by giving notice in writing to the other party. Thereafter, any <br />communication shall be addressed and transmitted to the new address. If sent by mail, <br />communication shall be effective or deemed to have been given three (3) days after it has been <br />deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed <br />as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been <br />given twenty -four (24) hours after the time set forth on the transmission report issued by the <br />transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time <br />frames, weekends, federal, state, County or City holidays shall be excluded. <br />12. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the <br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this <br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed by <br />the authorized representatives of the parties. The parties agree that any terms or conditions of any <br />purchase order or other instrument that are inconsistent with, or in addition to, the terms and <br />conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement <br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise, <br />have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. <br />City <br />