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information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of nonuse and nondisclosure shall not apply to any information that 1) has been disclosed in publicly available sources; 2) is, through no fault of the Contractor, disclosed in a publicly available source; 3) is in rightful possession of the Contractor without an obligation of confidentially; 4) is required to be disclosed by operation of law; or 5) is independently developed by the Contractor without reference to information disclosed by the City. VIII.CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance if services specified under this Agreement. IX.NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in the section, to the following persons: To City: Clerk of the City Council City of Santa Ana P.O. Box 1988 M -30 Santa Ana, CA 92702 -1988 Fax (714) 647 -6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana P.O. Box 1988 M -21 Santa Ana, CA 92702 And: City Attorney City of Santa Ana P.O. Box 1988 M -29 Santa Ana, CA 92702 Fax (714) 647 -6515 X.EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representatives, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. RFP FOR LED POST TOP RETROFIT STREETLIGHTS & SARTC STRUCTURE LIGHTING Page J 32