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<br />of its sub-consultants, and of persons either directly or indirectly employed by them, as
<br />Consultant is for the acts and omissions of persons directly employed by it. Nothing in this
<br />Agreement will create any contractual relationship between any subcontractor of Consultant and
<br />City. Consultant will be responsible for payment of subcontractors. Consultant will bind every
<br />subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
<br />applicable to Consultant's work unless specifically noted to the contrary in the subcontract and
<br />approved in writing by City.
<br />
<br />13. Audit And Records
<br />
<br />City, through its authorized representatives, has the right during the term of this Agreement, and
<br />for three (3) years from the date of final payment for goods and/or Services provided under this
<br />Agreement, to audit the books, records, work, data, proceedings and activities of Consultant
<br />regarding matters covered by this Agreement. Consultant agrees to maintain accurate books
<br />and records in accordance with generally accepted accounting principles. Any expenses not so
<br />recorded shall be disallowed by City. Consultant agrees to help City meet any reporting
<br />requirements with respect to Consultant's Services if requested by City in writing. Said records
<br />shall be available to City for review and copying during regular business hours at Consultant's
<br />place of business or as otherwise agreed upon by the parties.
<br />
<br />14. Monitorinq of Services
<br />
<br />City may monitor the Services performed under this Agreement to determine whether
<br />Consultant's operation conforms to City policy and to the terms of this Agreement. City may also
<br />monitor the Services to be performed to determine whether financial operations are conducted
<br />in accord with applicable City, county, state, and federal requirements. If any action of
<br />Consultant constitutes a breach, City may terminate this Agreement pursuant to the provisions
<br />described herein.
<br />
<br />15. Fair Emplovment
<br />
<br />Consultant shall not discriminate against any employee or applicant for employment because of
<br />race, color, creed, national origin, sex, age, condition of physical handicap, religion, ethnic
<br />background, or marital status, in violation of state or federal law.
<br />
<br />16. Consultant to Hold City Harmless
<br />
<br />To the extent permitted by law, Consultant hereby agrees to defend, protect, indemnify, and
<br />save harmless City, its Council, boards, commissions, officers, employees, volunteers and
<br />agents, from and against any and all claims, injury, suits, actions, liability, loss, damage,
<br />expense, cost (including, without limitation, costs and fees of litigation) of every nature, kind or
<br />description, which may be brought against, or suffered or sustained by, City, its Council, boards,
<br />commissions, officers, employees or agents arising from, caused by, or alleged to have been
<br />caused by, the negligence, intentional tortious act or omission, or willful misconduct of
<br />Consultant, its officers, employees, sub-consultants, and agents in the performance of any
<br />services or work pursuant to this Agreement, except where caused by the active negligence,
<br />sole negligence, or willfull misconduct of City.
<br />
<br />The duty of Consultant to indemnify and save harmless, as set forth herein, shall include the
<br />duty to defend as set forth in Section 2778 of the California Civil Code; provided, however, that
<br />nothing herein contained shall be construed to require Consultant to indemnify City, its Council,
<br />
<br />ATTY/AGR/2006.01O
<br />3/10/06
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