Agmt19 Service League of San Mateo County HSFA

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9. CITY AUDIT: MONITORING. City may audit the records and accounts of Contractor for the purpose of verifying expenditures by Contractor of funds provided by City pursuant to this Agreement or verifying statements or analyses made or provided by Contractor under this Agreement. Contractor will promptly respond to, and comply with, any audit exception made or taken by City relating to Contractor's performance or failure to perform under this Agreement. Contractor will, upon demand by City, pay City the full amount owing to City as a result of any such audit exception. City will monitor Contractor's Program and expenditures made pursuant to this agreement annually to verify Contractor's compliance with this Agreement and local contract requirements. Contractor shall cooperate with City and provide all documents and information requested by City in a timely and accurate fashion. 10. RECORD RETENTION. Contractor shall retain all financial, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of four (4) years. The retention period begins on July 1, 2019. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited, and that have started before the expiration of the four-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the four year period, whichever occurs later. 11. ACCESS TO RECORDS. Contractor shall furnish and cause each of its own subrecipients and/or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by City for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 12. 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. 13. SUBCONTRACTING. Contractor will not subcontract any portion of the Project without prior written approval of City. If Contractor subcontracts any portion of the Project, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 14. 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 REV: 02-22-19 DZ Page 3 of 9 ATTY/AGR.2019.041/service League of San Mateo County HSFA FY 18-19