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C. Audit
<br />The CITY shall have the right to audit and monitor any program income as a result of an
<br />ESG 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
<br />acts or negligent omissions by or through itself, its employees, agents, and subcontractors. Each
<br />party further agrees to defend itself and themselves, and to pay any judgments and costs arising
<br />out of such negligent acts or omissions, and nothing in this AGREEMENT shall impute or
<br />transfer any such liability from one to the other. In other words, the SUBRECIPIENT agrees to be
<br />fully responsible for its negligent acts or omissions, or any intentional tortuous acts which result
<br />in claims or suits against the CITY, and agrees to be liable for any damages proximately caused
<br />by said acts or omissions. Nothing herein shall be construed as consent by a State or CITY
<br />agency or subdivision to be sued by third parties in any matter arising out of any contract, and
<br />nothing herein is intended to serve as a waiver of sovereign immunity where sovereign immunity
<br />applies.
<br />B. CITY not Liable for Funds
<br />The SUBRECIPIENT further acknowledges that the source of the ESG 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 Funds the CITY receives from HUD.
<br />C. Hold Harmless
<br />The SUBRECIPIENT shall defend, indemnify and save harmless the CITY, its City
<br />Council, officers, agents, employees, representatives, volunteers, and student externs from and
<br />against any and all damages to property or injuries to or death of any person or persons, including
<br />property and employees or agents of the CITY, and shall defend, indemnify and save harmless
<br />the CITY, its City Council, officers, agents, employees, representatives, volunteers, and student
<br />externs from and against any and all claims, demands, suits, actions or proceedings of any kind or
<br />nature, including, but not by way of limitation, workers compensation claims and attorney
<br />fees/expenses for litigation or settlement, resulting from or arising out of the negligent or
<br />wrongful acts, errors or omissions of the SUBRECIPIENT, its officers, directors, employees,
<br />agents, subcontractors, and suppliers arising out of the SUBRECIPIENT's performance of this
<br />AGREEMENT.
<br />X. ENVIRONMENTAL CONDITIONS
<br />A. Gen_.._ _ crally
<br />ESG activities are subject to environmental review by HUD under the environmental
<br />regulations in 24 CFR Part 50. The SUBRECIPIENT, or any contractor of the SUBRECIPIENT,
<br />may not acquire, rehabilitate, convert, lease, repair, dispose of, demolish, or construct property
<br />for a project under this part, or commit or expend HUD or local funds for eligible activities under
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