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13. 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 life 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. 14. CONFLICT OF INTEREST CLAUSE a. Consultant represents that neither it nor any of its officers,partners or employees has a financial interest, as defined in Section 87103 of the Government Code, in the subject matter of this Agreement other than the right to receive payment from City for services rendered. b. Consultant agrees that it shall not make,participate in making,or in any way attempt to use its position as consultant to influence any decision of City in which Consultant knows, or has reason to know, that any of its officers, partners or employees has a financial interest as defined in Section 87103 of the Government Code. c. Consultant warrants that neither Consultant nor any of its officers, partners or employees,has any financial interest in anyreal property,building or structure within 2,500 feet of the location of any project or assignment to which this Agreement may apply in the City of Santa Ana. Consultant agrees to disclose to City any financial interest in such property as may be acquired by its officers, partners or employees during the term of this Agreement. d. In accordance with the City's Conflict of Interest Code, if determined by the City Manager to be a designated position, Consultant shall file a Statement of Economic Interests (Form 700) with the Fair Political Practices Commission. 15. NON-EXCLUSIVE Consultant understands and agrees that this is a nonexclusive Agreement and City may enter into other agreements with other consultants and may use any of the contractors with whom. City has contracts and, therefore, the City cannot estimate nor guarantee the volume or amount Page 5 of 9