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direct or indirect operations of the Consultant or its contractors, subcontractors, agents, <br />employees, or other persons acting on their behalf which relates to the services described in <br />section 1 of this Agreement; and (2) from any claim that personal injury, damages, just <br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects <br />arising from this Agreement. This indemnity and hold harmless agreement applies to all claims <br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to <br />have been suffered, by reason of the events referred to in this Section or by reason of the terms <br />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 />8. 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 Three <br />Hundred Thousand Dollars ($300,000.00) 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 />3