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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. Generally
<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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