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DocaSign Envelope ID; 994D7B04-A6E8-44B9-BO53.2D49AC073F7A 12. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement, Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (5) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other docuuments created pursuant to this Agrecniont during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 13. CONVE DENTIALITY If Consultant receives from the City information which due to the nature of such infbrrnation 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 sane 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 hn 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. CERTIFICATIONS The funds used to (ray for this Agreement will be partly comprised of federal grant funds, Consultant agrees and understands that it will comply with the terms of the Certifications attached hereto as Exhibits C, D, E, and F, incorporated by reference into this Agreement. Consultant is referenced as Contractor in Exhibit C. Consultant shall keep itself informed of all City, State and Federal laws and regulations which may, in any mariner, affect the performance of it services pursuant to this Agreement. Consultant shall at all times, observe and comply with all such laws and regulations, City and its officers and employees shall not be liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph. 15. 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. Conflict may be farther specified in Exhibit C, attached hereto and incorporated in this Agreement by reference. Page 6 of 10