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<br />12. Audit: MonitorinQ. City may audit the records and accounts of Contractor <br /> <br />for the purpose of verifying expenditures by Contractor of funds provided hereunder or <br /> <br />verifying statements or analyses made or provided by Contractor hereunder. Contractor <br /> <br />shall respond to, and comply with, any audit exception made or taken by City or <br /> <br />appropriate federal agencies relating to Contractor's performance or failure to perform <br /> <br />hereunder. Contractor shall pay City the full amount owing to City or to the United States <br /> <br />Government determined to be owing as a result of any such audit exception. <br /> <br />City shall monitor Contractor's Program and expenditures made pursuant to this <br /> <br />Agreement quarterly to verify Contractor's compliance with this Agreement and local <br /> <br />and federal contract requirements. <br /> <br />13. Contractor's Status. In the performance of the obligations set forth in this <br /> <br />Agreement, Contractor shall have the status of an independent contractor and shall not <br /> <br />be deemed to be an employee, agent, or officer of City. <br /> <br />14. Hold Harmless. Contractor hereby agrees to defend, indemnify, and save <br /> <br />harmless City, its Council, officers, boards, commissions, agents, and employees <br /> <br />(collectively, indemnities) against and from any and all claims, suits, or actions of every <br /> <br />name, kind, and description, which may be brought against Indemnities, or any of them, <br /> <br />by reason of any injury to, or death of, any person (including corporations, partnerships, <br /> <br />and associations) or property damage (including loss of use thereof), arising from, or <br /> <br />alleged to have arisen from, any act or omission to act, negligent or otherwise, of <br /> <br />Contractor, its officers, agents or employees under this Agreement. <br /> <br />The duty of Contractor to defend, indemnify, and save harmless, as set forth <br /> <br />herein, shall include the duty to defend as set forth in Section 2778 of the California Civil <br /> <br />ATTY/AGR/2006.051 <br />081606 <br /> <br />7 <br />