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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 ofnon-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. 8. 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. CERTIFICATION Consultant acknowledges that the funds for the programs have been granted to City by the federal government pursuant to various grant programs. Consultant agrees to be bound by and comply with all of the terms and conditions of City's Grant Agreements, including but not limited to: a. Audit Report Requirements. Consultant agrees that if Consultant receives Three Hundred Thousand Dollars ($300,000.00) or more in federal funds. Consultant shall have an annual audit conducted by a certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget -OMB Circular A-133. b. Record Keeping/Reporting. Consultant shall keep and maintain complete and adequate records to assist City in meeting and maintaining its record keeping responsibilities under the Act. City and the United States Government and/or their representatives shall have access for purposes of monitoring, auditing and examining Consultant's activities and performance, to books, documents and papers, and the right to examine records of Consultant's subcontractors, bookkeepers and accountants, employees and participants in regard to said program. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. c. Consultant certifies and agrees that it will not use funds provided through this Agreement to pay for entertainment, meals or gifts. d. Lobbying. Consultant certifies that it will comply with federal law and regulations formd a t 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person fur influencing or attempting to influence an officer or employee of any agency,