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of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold <br />harmless, and pay all costs for the defense of the City, including fees and costs for special <br />counsel to be selected by the City, regarding any action by a third party asserting that personal <br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or <br />property rights arises by reason of the terms of, or effects arising from this Agreement. City may <br />make all reasonable decisions with respect to its representation in any legal proceeding. <br />7. CONSULTANT'S OBLIGATIONS <br />A. No Conflict. To the best of Consultant's knowledge, Consultant's execution, delivery <br />and performance of its obligations under this Agreement will not constitute a default or a breach <br />under any contract, agreement or order to which Consultant is a party or by which it is bound. <br />B. No Bankruptcy. Consultant is not the subject of any current or threatened bankruptcy <br />proceeding. <br />C. No Pending Legal Proceedings/Debarment. Consultant is not the subject of a <br />current or threatened litigation that would or may materially affect Consultant's performance <br />under this Agreement. Consultant further acknowledges that it is not on the list of debarred <br />contractors. <br />D. No Pending Investigation. Consultant is not aware that it is the subject of any <br />current or threatened criminal or civil action investigation by any public agency, including <br />without limitation a police agency or prosecuting authority, that would relate to affect <br />performance of the Agreement or provision of services hereunder. <br />E. Licensing. Consultant agrees to obtain and maintain all required licenses, registrations, <br />accreditation and inspections from all agencies governing its operations. Consultant shall ensure <br />that its staff shall also obtain and maintain all required licenses, registrations, accreditation and <br />inspections from all agencies governing Consultant's operations hereunder. <br />F. Audit Report Requirements. Consultant agrees that if Consultant receives Five <br />Hundred Thousand Dollars ($500,000.00) or more in federal funds, Consultant shall have an annual <br />audit conducted by a certified public accountant in accordance with the standards as set forth and <br />published by the United States Office of Management and Budget. Consultant shall provide City <br />with a copy of said audit by October 1 of the year following the program year in which this <br />Agreement is executed, if applicable. <br />G. Record Keeping/Reporting. Consultant shall keep and maintain complete and <br />adequate records and reports to assist City in meeting and maintaining its record keeping <br />responsibilities under Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seq. <br />H. Access to Records. City and the United State Government and/or their representatives <br />shall have access for purposes of monitoring, auditing, and examining Consultant's activities and <br />performance, to books, documents and papers, and the right to examine records of Consultant's <br />subcontractors, bookkeepers and accountants, employees and participants in regard to said program. <br />4