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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 SU13RECIPIENT further
<br />agrees to provide all files, records, and documents pertaining to related activities and clientele
<br />demographic data.
<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.
<br />Each party further agrees to defend itself and themselves, and to pay any judgments and,
<br />costs arising out of such negligent acts or omissions, and nothing in this AGREEMENT shall
<br />impute or transfer any such liability from one to the other. In other words, the SUBRECIPIENT
<br />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
<br />proximately caused by said acts or omissions. Nothing herein shall be construed as consent by
<br />a State or CITY agency or subdivision to be sued by third parties in any matter arising out of
<br />any contract, and nothing herein is intended to serve as a waiver of sovereign immunity where
<br />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 -
<br />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 officers,
<br />agents, employees, representatives, volunteers, and student externs from and against any and
<br />all damages to property or injuries to or death of any person or persons, including property
<br />and employees or agents of the CITY, and shall defend, indemnify and save harmless the
<br />CITY, its officers, agents, employees, representatives, volunteers, and student externs from
<br />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. Generally
<br />ESG activities are subject to environmental review by HUD under the environmental regulations
<br />in 24 CFR 50. The SUBRECIPIENT, or any contractor of the SUBRECLPIENT, may not
<br />acquire, rehabilitate, convert, lease, repair, dispose of, demolish, or construct property for a
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