Agmt25 Upward Scholars Funding Agreement

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REV: 10-10-25 LF to this Agreement or verifying statements or analyses made or provided by Recipient under this Agreement. Recipient will promptly respond to, and comply with, any audit exception made or taken by City relating to Recipient’s performance or failure to perform under this Agreement. Recipient will, upon demand by City, pay City the full amount owing to City as a result of any such audit exception. City will monitor Recipient’s Program and expenditures made pursuant to this Agreement annually to verify Recipient’s compliance with this Agreement and local contract requirements. Recipient shall cooperate with City and provide all documents and information requested by City in a timely and accurate fashion. 10. RECORD RETENTION. Recipient shall retain all financial, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of five (5) years. The retention period begins on July 1, 2026. 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 five-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the five-year period, whichever occurs later. 11. ACCESS TO RECORDS. Recipient 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. RECIPIENT’S STATUS. In the performance of the obligations set forth in this Agreement, Recipient shall have the status of an independent Recipient and shall not be deemed to be an employee, agent, or officer of City. 13. SUBCONTRACTING. Recipient will not subcontract any portion of the Program without prior written approval of City Manager. If Recipient subcontracts any portion of the Program, Recipient will be fully responsible to City for the acts and omissions of Recipient’s subcontractor and of the persons either directly or indirectly employed by Recipient. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Recipient and City. Recipient will be responsible for payment of subcontractors. Recipient will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Recipient’s work unless specifically noted to the contrary in the subcontract and approved in writing by City Manager. 14. HOLD HARMLESS. Recipient 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 or property ATTY/AGR.2025.273/Upward Scholars (Emergency Fund for Redwood City Residents) (Page 3 of 10)