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regarding Grantee's compliance with the terms and conditions of <br />this Agreement, including but not limited to the Project Budget, then <br />the City shall, in its sole discretion, have the right to require an audit <br />by an independent auditor at City's sole expense relating to the <br />Scope of Services and Grantee's compliance hereunder. <br />Notwithstanding the foregoing, the City shall have the right for any <br />reason whatsoever to pet -form, or car= to be performed an <br />independent audit. Such audits may cover programmatic as well as <br />fiscal matters. <br />ASSIGNMENT <br />Grantee shall not assign any rights or duties under this Agreement to a third party <br />without the express prior written consent of City. Grantee agrees that the City shall have <br />the right to approve any and all subcontractors and subconsultants to be used by Grantee <br />in the performance of this Agreement before Grantee contracts with or otherwise engages <br />any such subcontractors or subconsultants. <br />8. RELATIONSHIP OF PARTIES <br />It is understood and agreed by and between the parties that Grantee in the <br />performance of this Agreement, shall not act nor is it at any time authorized to act, as the <br />agent or representative of the City in any matter. Grantee further agrees that it will not in <br />any manner hold itself out as the agent or representative of the City or act in such a fashion <br />as would give the impression to a reasonable person that Grantee is acting in such a <br />capacity. <br />9. INDEMNITY <br />Grantee shall, to the fullest extent permitted by law, indemnify, protect, defend and <br />hold harmless City, and its employees, officials and agents ("Indemnified Parties") from <br />all claims, demands, costs, or liability (including liability for claims, suits, actions, <br />arbitration proceedings, administrative proceedings, regulatory proceedings, losses, <br />expenses or costs of any kind, interest, defense costs, and expert witness fees), but only in <br />proportion and to the extent that such claims, demands, costs, or liabilities are caused by <br />or result from the negligence, recklessness, or willful misconduct of Grantee, its officers, <br />employees, agents or volunteers, in the performance of services under this Agreement, <br />excepting only liability arising from the sole negligence, active negligence, or intentional <br />misconduct of City. If there is a possible obligation to indemnify, Grantee's duty to defend <br />exists regardless of whether it is ultimately determined that there is no obligation to <br />indemnify. The existence or acceptance by City of the insurance policies or coverages <br />described in this Agreement shall not affect or limit any of City's rights under this Section. <br />This Section shall survive expiration or sooner termination of this Agreement. <br />10. INSURANCE REQUIREMENTS <br />During the entire term of this Agreement, Grantee shall maintain the insurance <br />25B-12 <br />