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A. Generallv
<br />The CITY will monitor the performance of the SUBRECIPIENT against goals and performance standards
<br />as required herein. The SUBRECIPIENT shall provide the CITY all necessary reporting information as
<br />required by the CITY in the administration and review of the Program. Substandard performance as
<br />determined by the CITY will constitute noncompliance with this MEMORANDUM. If action to correct
<br />such substandard performance is not taken by the SUBRECIPIENT within a reasonable period of time
<br />after being notified by the CITY, contract 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
<br />the right to examine all records, books, papers, items, emails, and documents, both physical and
<br />electronic, relating to the 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.
<br />Upon request by the CITY and for audit purposes, the SUBRECIPIENT further agrees to provide all files,
<br />records, and documents pertaining to related activities and clientele demographic data.
<br />IX. LIABILITY
<br />A. Generally
<br />Each party to this MEMORANDUM acknowledges that it will be liable for its own negligent acts or
<br />negligent omissions by or through itself, its employees, agents, and subcontractors. Each party further
<br />agrees to defend itself and themselves, and to pay any judgments and costs arising out of such negligent
<br />acts or omissions, and nothing in this MEMORANDUM shall impute or transfer any such liability from
<br />one to the other. In other words, the SUBRECIPIENT agrees to be fully responsible for its negligent acts
<br />or omissions, or any intentional tortuous acts which result in claims or suits against the CITY, and agrees
<br />to be liable for any damages proximately caused by said acts or omissions. Nothing herein shall be
<br />construed as consent by a State or CITY agency or subdivision to be sued by third parties in any matter
<br />arising out of any contract, and nothing herein is intended to serve as a waiver of sovereign immunity
<br />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
<br />grant to the SUBRECIPIENT. The CITY shall have no obligation to advance or pay the SUBRECIPIENT
<br />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, agents,
<br />employees, representatives, volunteers, and student externs from and against any and all damages to
<br />property or injuries to or death of any person or persons, including property and employees or agents of
<br />the CITY, and shall defend, indemnify and save harmless the CITY, its officers, agents, employees,
<br />representatives, volunteers, and student extems from and against any and all claims, demands, suits,
<br />actions or proceedings of any kind or nature, including, but not by way of limitation, workers
<br />compensation claims and attorney fees /expenses for litigation or settlement, resulting from or arising out
<br />of the negligent or wrongful acts, errors or omissions of the SUBRECIPIENT, its officers, directors,
<br />employees, agents, subcontractors, and suppliers arising out of the SUBRECIPIENT's performance of this
<br />MEMORANDUM.
<br />X. ENVIRONMENTAL CONDITIONS
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