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October 15, 2008, to allow the City sufficient time for processing and
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<br /> submission to the Office of Community Development ("OCD"). Payment
<br /> of the final invoice shall be contingent upon the City's and the OCD's
<br /> receipt and approval of a final progress report.
<br /> 8.5 The City may withhold reimbursement payment if the Contractor
<br /> does not submit required reports to the City. Upon the Contractor's
<br /> submittal of required reports, the City shall make payment to the
<br /> Contractor as provided in this Agreement. Failure of the Contractor to
<br /> submit reports as specified is grounds for the City to terminate this
<br /> Agreement.
<br /> 9. Recapture Provisions. In the event that the Contractor does not expend funds
<br /> under this Agreement in accordance with the provisions of this Agreement, the
<br /> City reserves the right to recapture funds in an amount equivalent to the extent of
<br /> noncompliance. Such right of recapture shall exist for a period not to exceed six
<br /> years after the relevant one-year term of this Agreement.
<br /> 10. Documentation and Monitoring. Contractor shall follow accounting procedures
<br /> and shall maintain books, records, documents and other evidence which
<br /> sufficiently and properly reflects all direct, indirect and match costs of any nature
<br /> expended in the performance of this Agreement. The Contractor will retain all
<br /> books, records, documents and other materials relevant to the provision of
<br /> services under this Agreement for six years from the date of final payment. A
<br /> representative of the United States Department of Justice, the Office of the
<br /> Washington State Auditor, and/or the City, or any person(s) duly authorized by
<br /> any of them shall have full access to and the right to inspect, excerpt, audit or
<br /> examine any of these materials at all reasonable times for a period of six years.
<br /> If any litigation, claim, or audit is started before the expiration of the six (6) year
<br /> period, the records shall be retained until all litigation, claims, or audit findings
<br /> involving the records have been resolved.
<br /> 11. Assurances. Contractor agrees that all activity pursuant to this Agreement shall
<br /> be in accordance with all applicable federal, state, and local laws, rules, and
<br /> regulations as they currently exist or as amended.
<br /> 12. Hold Harmless and Indemnification.
<br /> 12.1 Contractor shall hold harmless, indemnify, and defend, at its own
<br /> expense, the City, its elected and appointed officials, officers, employees
<br /> and agents from any loss or claim for damages of any nature whatsoever,
<br /> arising out of the Contractor's performance or failure to perform under the
<br /> Agreement, including but not limited to claims by the Contractor's
<br /> employees or third parties, except for those damages solely caused by
<br /> the negligence or willful misconduct of the City, its elected and appointed
<br /> officials, officers, employees, or agents.
<br /> 12.2 The City shall hold harmless, indemnify, and defend, at its own
<br /> expense, the Contractor, its elected and appointed officials, officers,
<br /> employees and agents, from any loss or claim for damages of any nature
<br /> whatsoever, arising out of the City's performance or failure to perform
<br /> AGREEMENT RE STOP GRANT Page 7
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