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will constitute noncompliance with this AGREEMENT. If action to correct such substandard performance is not
<br />taken by the 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 to and the right
<br />to examine all records, books, papers, items, emails, and documents, both physical and electronic, relating to the
<br />program.
<br />C. Audit
<br />The CITY shall have the right to audit and monitor any program income as a result of an ESG activity. Upon
<br />request by the CITY and for audit purposes, the SUBRECIPIENT further agrees to provide all files, records, and
<br />documents pertaining to related activities and clientele demographic data.
<br />IX. LIABILITY
<br />a
<br />A. Generally
<br />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 />A. Generally
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