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further agrees to indemnify, hold harmless, aril pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of effects arising from this Agreement. City may matte all reasonable decisions with respect to its repr osentation in any legal proceeding. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential 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 non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (o) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (c) is independently developed by the Consultant without reference to information disclosed by City: 9, CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance ofservices specified under this Agreement. 10. NOTICE Any notice, tender; demand, delivery, or other communication pursuant to this Agreeinent 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 telefacsirnile or other telegraphic communication in the rnarmer provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic CenterPla?a (M-30) P.0, Sox 1988. Santa Ana, CA 92702-1.988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of Planning and Building City of Santa. Ana 20 Civic Center Plaza (M-20) P.0, Box 1988 4