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and comply with, any audit exception made or taken by City relating to Contractor's <br />performance or failure toperform hereunder. Contractor shall pay City the full amount owing <br />to City 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 />agreement quarterly to verify Contractor's compliance with this agreement and local contract <br />requirements. <br /> <br /> 10. ~. In the performance of the obligations set forth in this <br />agreement, Contractor shall have the status of an independent contractor and shall not be deemed <br />to be an employee, agent or officer of City. <br /> <br /> 11. ~. Contractor hereby agrees to defend, indemnify and save <br />harmless City, its Council, officers, boards, commissions, agents and employees (collectively, <br />"lndemnitees") against and from any and all claims, suits or actions of every name, kind and <br />description, which may be brought against Indemnitees, or any of them, by reason of any injury <br />to, or death of, any person (including corporations, partnerships and association) or damage <br />suffered or sustained by any such person arising from, or alleged to have arisen from , any act <br />or omission to act, negligent or otherwise, of Contractor, its officers, agents or employees <br />under this agreement. <br /> <br /> The duty of Contractor to defend, indemnify and save harmless, as set forth herein, shall <br />include the duty to defend as set forth in Section 2778 of the California Civil Code; provided, <br />however, that nothing herein shall be construed to require Contractor to indemnify Indemnitees <br />against any responsibility or liability in contravention of Section Z78Z of the California Civil <br />Code. <br /> <br /> 1 Z. NON-DIgC. RIMINATION AND £OUALOPPGRTIINITY. Contractor hereby warrants and <br />agrees that, in the performance of this agreement, it will not, in connection with the <br />employment, advancement or discharge of employees, or in connection with the terms, <br />conditions or privileges of their employment, discriminate against person because of their age, <br />except upon the basis of bona fide occupational qualification, retirement plan or statutory <br /> <br /> 4 <br /> <br /> <br />