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SUBRECIPIENT within a reasonable period of time after being notified by the CITY, contract
<br />suspension or termination procedures will be initiated.
<br />B. Access to Records
<br />The SUBRECIPIENT gives the CITY and HUD, including their authorized representative, access
<br />to and the right to examine all records, books, papers, items, emails, and documents, both
<br />physical and electronic, relating to the program.
<br />C. Audit
<br />The CITY shall have the right to audit and monitor any program income as a result of an ESG-
<br />CV activity. Upon request by the CITY and for audit purposes, the SUBRECIPIENT further
<br />agrees to provide all files, records, and documents pertaining to related activities and clientele
<br />demographic data.
<br />IX. LIABILITY
<br />A. Generally
<br />Each party to this AGREEMENT acknowledges that it will be liable for its own negligent acts or
<br />negligent omissions by or through itself, its employees, agents, and subcontractors. Each party
<br />further agrees to defend itself and themselves, and to pay anyjudgments and costs arising out of
<br />such negligent acts or omissions, and nothing in this AGREEMENT shall impute or transfer any
<br />such liability from one to the other. In other words, the SUBRECIPIENT agrees to be fully
<br />responsible for its negligent acts or omissions, or any intentional tortuous acts which result in
<br />claims or suits against the CITY, and agrees to be liable for any damages proximately caused by
<br />said acts or omissions. Nothing herein shall be construed as consent by a State or CITY agency or
<br />subdivision to be sued by third parties in any matter arising out of any contract, and nothing
<br />herein is intended to serve as a waiver of sovereign immunity where sovereign immunity applies.
<br />B. CITY not Liable for Funds
<br />The SUBRECIPIENT further acknowledges that the source of the ESG-CV Funds is a federal
<br />pass -through grant to the SUBRECIPIENT. The CITY shall have no obligation to advance or pay
<br />the SUBRECIPIENT with any funds other than the ESG-CV Funds the CITY receives from
<br />HUD.
<br />C. Hold Harmless
<br />The SUBRECIPIENT shall defend, indemnify and save harmless the CITY, its officers, agents,
<br />employees, representatives, volunteers, and student externs from and against any and all damages
<br />to property or injuries to or death of any person or persons, including property and employees or
<br />agents of the CITY, and shall defend, indemnify and save harmless the CITY, its officers, agents,
<br />employees, representatives, volunteers, and student externs from and against any and all claims,
<br />demands, suits, actions or proceedings of any kind or nature, including, but not by way of
<br />limitation, workers compensation claims and attorney fees/expenses for litigation or settlement,
<br />resulting from or arising out of the negligent or wrongful acts, errors or omissions of the
<br />SUBRECIPIENT, its officers, directors, employees, agents, subcontractors, and suppliers arising
<br />out of the SUBRECIPIENT's performance of this AGREEMENT.
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