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REV: 09-21-2022 SK <br />Nothing contained in this Section 8 shall be deemed to limit the right of the Parties to <br />terminate this Agreement for cause or otherwise to exercise any right or pursue any <br />remedy which may accrue to them. <br />9. CITY AUDIT; MONITORING. City may audit the records and accounts of <br />Contractor for the purpose of verifying expenditures by Contractor of funds provided by <br />City pursuant to this Agreement or verifying statements or analyses made or provided by <br />Contractor under this Agreement. Contractor will promptly respond to, and comply with, <br />any audit exception made or taken by City relating to Contractor’s performance or failure <br />to perform under this Agreement. Contractor will, upon demand by City, pay City the full <br />amount owing to City as a result of any such audit exception. <br />City will monitor Contractor’s Program and expenditures made pursuant to this <br />Agreement annually to verify Contractor’s compliance with this Agreement and local <br />contract requirements. Contractor shall cooperate with City and provide all documents <br />and information requested by City in a timely and accurate fashion. <br />10. RECORD RETENTION. Contractor shall retain all financial, supporting <br />documents, statistical records, and all other records pertinent to the Agreement for a <br />period of four (4) years. The retention period begins on July 1, 2022. Notwithstanding the <br />above, if there is litigation, claims, audits, negotiations or other actions that involve any of <br />the records cited, and that have started before the expiration of the four-year period, then <br />such records must be retained until completion of the actions and resolution of all issues, <br />or the expiration of the four year period, whichever occurs later. <br />11. ACCESS TO RECORDS. Contractor shall furnish and cause each of its own <br />subrecipients and/or subcontractors to furnish all information and reports required <br />hereunder and will permit access to its books, records and accounts by City for purposes <br />of investigation to ascertain compliance with the rules, regulations and provisions stated <br />herein. <br />12. CONTRACTOR’S STATUS. In the performance of the obligations set forth <br />in this Agreement, Contractor shall have the status of an independent contractor and shall <br />not be deemed to be an employee, agent or officer of City. <br />13. SUBCONTRACTING. Contractor will not subcontract any portion of the <br />Project without prior written approval of City Manager. If Contractor subcontracts any <br />portion of the Project, Contractor will be fully responsible to City for the acts and omissions <br />of Contractor’s subcontractor and of the persons either directly or indirectly employed by <br />Contractor. Nothing contained in this Agreement will create any contractual relationship <br />between any subcontractor of Contractor and City. Contractor will be responsible for <br />payment of subcontractors. Contractor will bind every subcontractor and every <br />subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor’s <br />work unless specifically noted to the contrary in the subcontract and approved in writing <br />by City Manager. <br />ATTY/AGR.2022.356/Society of St. Vincent de Paul of San Mateo County (Page 3 of 10)