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C. Audit The CITY shall have the right to audit and monitor any program income as a result of an ESG-CV activity. Upon request by the CITY and for audit purposes, the SUBRECIPIENT further agrees to provide all files, records, and documents pertaining to related activities and clientele demographic data. IX. LIABILITY A. Generallv Each party to this AGREEMENT acknowledges that it will be liable for its own negligent acts or negligent omissions by or through itself, its employees, agents, and subcontractors. Each party further agrees to defend itself and themselves, and to pay any judgments and costs arising out of such negligent acts or omissions, and nothing in this AGREEMENT shall impute or transfer any such liability from one to the other. In other words, the SUBRECIPIENT agrees to be fully responsible for its negligent acts or omissions, or any intentional tortuous acts which result in claims or suits against the CITY, and agrees to be liable for any damages proximately caused by said acts or omissions. Nothing herein shall be construed as consent by a State or CITY agency or subdivision to be sued by third parties in any matter arising out of any contract, and nothing herein is intended to serve as a waiver of sovereign immunity where sovereign immunity applies. B. CITY not Liable for Funds The SUBRBCIPIENT further acknowledges that the source of the ESG-CV Funds is a federal pass -through grant to the SUBRECIPIENT. The CITY shall have no obligation to advance or pay the SUBRECIPIENT with any funds other than the ESG-CV Funds the CITY receives from HUD. C. Hold Harmless The SUBRECIPIENT shall defend, indemnify and save harmless the CITY, its officers, agents, employees, representatives, volunteers, and student externs from and against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of the CITY, and shall defend, indemnify and save harmless the CITY, its officers, agents, employees, representatives, volunteers, and student externs from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and attorney fees/expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of the SUBRECIPIENT, its officers, directors, employees, agents, subcontractors, and suppliers arising out of the SUBRECIPIENT's performance of this AGREEMENT. X. ENVIRONMENTAL CONDITIONS A. Generallv ESG-CV activities are subject to environmental review by HUD under the environmental regulations in 24 CFR 50. The SUBRECIPIENT, or any contractor of the SUBRECIPIENT, may 17