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<br />COOPERATIVE AGREEMENT NO. C-5-3589
<br />WESTMINSTER AVENUE / 17TH STREET - RTSSP
<br />ARTICLE 7. AUDIT AND INSPECTION
<br />AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in
<br />accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING
<br />AGENCIES shall permit the authorized representatives of AUTHORITY to inspect and audit all work,
<br />materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a
<br />period of five (5) years after final payment, or until any on-going audit is completed. For purposes of
<br />audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of OCTA
<br />Consultant's final billing (so noted on the invoice) under this Agreement. AUTHORITY shall have the
<br />right to reproduce any such books, records, and accounts. The above provision with respect to audits
<br />shall extend to and/or be included in contracts with PARTICIPATING AGENCIES' contractor.
<br />ARTICLE 8. INDEMNIFICATION
<br />A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend (at
<br />PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to
<br />AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, its officers, directors, employees, and
<br />agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits,
<br />claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders,
<br />penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not
<br />limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES' employees
<br />included), for damage to property, including property owned by AUTHORITY, or from any violation of any
<br />federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful
<br />misconduct of PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection
<br />with or arising out of the performance of this Agreement.
<br />B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
<br />cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify,
<br />protect, and hold harmless PARTICIPATING AGENCIES, its officers, directors, employees, and agents
<br />(collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims,
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