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statements or analyses made or provided by Contractor hereunder. Contractor shall respond to, and comply with, any audit exception made or taken by City relating to Contractor's performance or failure to perform hereunder. Contractor shall pay City the full amount owing to City determined to be owing as a result of any such audit exception. City shall monitor Contractor's Program and expenditures made pursuant to this agreement quarterly to verify Contractor's compliance with this agreement and local contract requirements. 10. CONTRACTOR'S STATUS. In the performance of the obligations set forth in this agreement, Contractor shall have the status of an independent contractor and shall not be deemed to be an employee, agent or officer of City. 11. HOLD HARMLESS. Contractor hereby agrees to defend, indemnify and save harmless City, its Council, officers, boards, commissions, agents and employees (collectively, "Indemnitees") against and from any and all claims, suits or actions of every name, kind and description, which may be brought against Indemnitees, or any of them, by reason of any injury to, or death of, any person (including corporations, partnerships and association) or damage suffered or sustained by any such person arising from, or alleged to have arisen from , any act or omission to act, negligent or otherwise, of Contractor, its officers, agents or employees under this agreement. The duty of Contractor to defend, indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code; provided, however, that nothing herein shall be construed to require Contractor to indemnify Indemnitees against any responsibility or liability in contravention of Section 2782 of the California Civil Code. 12. NON-DISCRIMINATION AND EOUAL OPPORTUNITY. Contractor hereby warrants and agrees that, in the performance of this agreement, it will not, in connection with the employment, advancement or discharge of employees, or in connection with the terms, conditions or privileges of their employment, discriminate against person because of their age, except upon the basis of bona fide occupational qualification, retirement plan or statutory Atty/Agr/Agr.213 081004 4 -....- - '.' - .- '"11"" T