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rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. 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; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 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 of services specified under this Agreement. 9. SOURCE OF FUNDS a. Consultant acknowledges that the FEZ funds being provided by City for Consultant's services are received by City from HUD, and warrants that expenditures of these funds shall comply with the laws, regulations and policies governing the use of said funds as set forth in P.L. 106 -74 (2000), 24 CFR 598.215 and Federal Register, April 16, 1998. b. Consultant has received and read a copy of the City's SUBRECIPIENT Agreement with the Santa Ana Empowerment Corporation and agrees to be bound by all of the terms and conditions of said SUBRECIPIENT Agreement, as set forth in Exhibit C, Acknowledgement of Subrecipient Agreement, attached hereto and by this reference incorporated herein. 10. CONSULTANT CERTIFICATIONS a. Consultant has read and shall comply with any and all restrictions on lobbying as set forth in the Certification Regarding Lobbying, attached hereto as Exhibit D and incorporated herein by reference. Page 4 of 9