ELITE COMMAND TRAINING CORPORATION

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law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor 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 Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor 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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CERTIFICATIONS The funds used to pay 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 Attachment A-Proposer's Certification, Proposal Pricing, Attachment B-References, Attachment C-Proposer's Statement, Attachment D-Non-Collusion Affidavit, Attachment E- Non-Lobbying Certification, Attachment F-Non-Discrimination Certification, Attachment G- SAM.GOV EUI Verification, Attachment H-Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions, incorporated by reference into this Agreement. Contractor may be referenced as Consultant, Participant or Proposer in Attachments A-H. Contractor shall keep itself informed of all City, State and Federal laws and regulations which may, in any manner, affect the performance of it services pursuant to this Agreement. Contractor 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. 13. CONFLICT OF INTEREST CLAUSE Contractor 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.