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Each party to this AGREEMENT acknowledges that it will be liable for its own negligent acts or negligent
<br />omissions by or through itself, its employees, agents, and subcontractors. Each party further agrees to defend
<br />itself and themselves, and to pay any judgments and costs arising out of such negligent acts or omissions, and
<br />nothing in this AGREEMENT shall impute or transfer any such liability from one to the other. In other words, the
<br />SUBRECIPIENT agrees to be fully responsible for its negligent acts or omissions, or any intentional tortuous acts
<br />which result in 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 subdivision to
<br />be sued by third parties in any matter arising out of any contract, and nothing herein is intended to serve as a
<br />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 Funds is a federal pass-through grant to
<br />the SUBRECIPIENT. The CITY shall have no obligation to advance or pay the SUBRECIPIENT with any funds
<br />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 officers, agents, employees,
<br />representatives, volunteers, and student externs from and against any and all damages to property or injuries to or
<br />death of any person or persons, including property and employees or agents of the CITY, and shall defend,
<br />indemnify and save harmless the CITY, its 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 nature,
<br />including, but not by way of limitation, workers compensation claims and attorney fees/expenses for litigation or
<br />settlement, 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 out of the
<br />SUBRECIPIENT's performance of this AGREEMENT.
<br />X. ENVIRONMENTAL CONDITIONS
<br />A. Generally
<br />ESG activities are subject to environmental review by HUD under the environmental regulations in 24 CPR 50.
<br />The SUBRECIPIENT, or any contractor of the SUBRECIPIENT, may not acquire, rehabilitate, convert, lease,
<br />repair, dispose of, demolish, or construct property for a project under this part, or commit or expend HUD or local
<br />funds for eligible activities under this part, until HUD has performed an environmental review under 24 CFR part
<br />50 and the recipient has received HUD approval of the property.
<br />The SUBRECIPIENT agrees to comply with all applicable environmental requirements insofar as they apply to
<br />the performance of this AGREEMENT, including but not limited to the Clean Air Act, the Federal Water
<br />Pollution Control Act and the Flood Disaster Protection Act. If applicable, the SUBRECIPIENT also shall comply
<br />with the Historic Preservation requirements of National Historic Preservation Act of 1966.
<br />B. Lead-based paint remediation and disclosure
<br />The Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846), the Residential Lead -Based Paint
<br />Hazard Reduction Act of 1992 (42 U.S.C. 4851-4856), and implementing regulations in 24 CFR part 35, subparts
<br />A, B, H, J, K, M, and R apply to all shelters assisted under ESG program and all housing occupied by program
<br />participants that were built before 1978.
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