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COOPERATIVE AGREEMENT NO. C-8-1800 <br />MAIN STREET — RTSSP <br />1 K. The project is partially funded by Senate Bill 1 (SB-1) and PARTICIPATING AGENCIES <br />2 agree to comply with all applicable SB-1 Accountability Guidelines, Local Partnership Program and State <br />3 requirements. <br />4 ARTICLE 6. DELEGATED AUTHORITY <br />5 The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this <br />6 Agreement are delegated to their respective City Manager, or designee, and the actions required to be <br />7 taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief <br />8 Executive Officer or designee. <br />9 ARTICLE 7. AUDIT AND INSPECTION <br />10 AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in <br />11 accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING <br />12 AGENCIES shall permit the authorized representatives of AUTHORITY to inspect and audit all work, <br />13 materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a <br />14 period of five (5) years after final payment, final closeout, or until any on-going audit is completed, <br />15 whichever is later. For purposes of audit, the date of completion of this Agreement shall be the date of <br />16 AUTHORITY's payment of consultant's final billing (so noted on the paid invoice) under this Agreement. <br />17 AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above <br />18 provision with respect to audits shall extend to and/or be included in contracts with PARTICIPATING <br />19 AGENCIES' contractor. <br />20 ARTICLE 8. INDEMNIFICATION <br />21 A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend <br />22 (at PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to <br />23 AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, and its officers, directors, employees, <br />24 and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, <br />25 claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, <br />26 penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not <br />Page 8 of 15 <br />L:1Camm\CLERICALIwORDPROCIAGREEV\G81860.docx <br />