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N-2018-066 <br />keep the Confidential Information confidential and shall not disclose the Confidential Information to <br />any third persons except as required by law or as permitted pursuant to the terms set forth in this <br />Agreement, <br />5. The City may disclose the Confidential Information or portions thereof only to the persons to whom <br />such disclosure is permissible (collectively, the "Representatives") as follows: (i) the City's <br />consultant: Magellan Advisors; (ii) the City's mayor, council members, officers, employees and legal <br />counsel on a need -to -know basis; (iii) other state agencies, local governments or local development <br />authorities and their respective officers and employees, whose assistance way be requested or <br />required in connection with evaluating infrastructure and network deployment or a potential <br />agreement between the City and the Company; or (iv) as otherwise allowed by the terms of <br />Paragraphsl-3 herein. Prior to providing any of the Confidential Information to the Representatives, <br />the City shall advise any and all of the Representatives of the confidential nature of the Confidential <br />Information and require each such Representative to comply with the requirements of this <br />Agreement. <br />6. Any person who is provided with Confidential Information shall make best efforts to hilly protect the <br />Confidential Information, including but not limited to (i) if the Confidential Information contains <br />hard copies, to keep that Confidential Information in a locked location and to restrict access to <br />anyone who does not have permission to review the Confidential Information; and (ii) if Confidential <br />Information is in digital format, to maintain the Confidential Information in a system with encryption <br />and to restrict access to anyone who does not have permission to review the Confidential <br />Information. <br />7, The City further agrees not to issue any press releases announcing the infrastructure and network <br />deployment or a potential agreement between the City and the Company or make any similar <br />affirmative announcement to any third person unless the Company provides written consent or if <br />compelled by law, subject to the provisions of Paragraphs 7 and 8 below. <br />H <br />The Company acknowledges that the California Public Records Act requires that public records must <br />be promptly disclosed by the City upon request unless specifically exempted from disclosure. If <br />compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand, <br />or public records request (including under the state statute cited above or any City ordinance, <br />resolutions or regulations implementing this state statute), or similar processes, to disclose any of the <br />Confidential Information, the City as appropriate, shall use its best efforts to immediately provide the <br />Company with prompt written notice (via email). The City shall also independently assert any <br />applicable exemptions and objections to disclosure of the Confidential Information. Notices under <br />this provision shall be sent to otharr.rorrers@verizon.com, <br />9. The Company acknowledges that the courts may compel the City to disclose Confidential <br />Information even where it has withheld the requested records as a trade secret or proprietary <br />document or otherwise. In the event that the City makes a preliminary or final determination of <br />whether legal process or the state statute cited in Paragraph 8 above compels disclosure of <br />specifically identified Confidential Information, and intends to disclose such Confidential <br />Information, the City shall notify the Company at the email address specified in Paragraph 8 within <br />three (3) calendar days of such determination and prior to any disclosure (but in airy event in a <br />reasonable amount of time for the Company to file a legal action to obtain a protective order or to <br />onjoin such disclosure), In the event the Company does not obtain a protective order, injunction or <br />other remedy, the City or Representative will furnish only that portion of the Confidential <br />Information that it is legally required to disclose, The Company reserves the right to waive <br />compliance with this Agreement. <br />Page 2 of 4 <br />