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AGREEMENT NO. C-8-2015 <br />1 of AUTHORITY's costs to administer OCTAP, as shown in Exhibit A. Each MEMBER AGENCY agrees <br />2 to pay its pro rate share to AUTHORITY in full, in six (6) month intervals, or as otherwise mutually agreed <br />3 upon In writing by AUTHORITY and MEMBER AGENCY, Upon execution of this Agreement, each <br />4 MEMBER AGENCY shall submit an initial payment to AUTHORITY consistent with this Article. <br />5 B. Failure by any MEMBER AGENCY to timely provide payment In accordance with this Article <br />6 is considered a default of the Agreement by MEMBER AGENCY and shall result in termination of the <br />7 Agreement for MEMBER AGENCY, pursuant to Article 10, AUTHORITY will not administer OCTAP on <br />8 behalf of any terminated MEMBER AGENCY. <br />9 C. Upon expiration ortermination of this Agreement, AUTHORITY will perform a final accounting <br />10 of all OCTAP expenses and shall submit a reasonably detailed accounting summary to MEMBER <br />11 AGENCIES. If the total expenses are less then the total combined contributions by MEMBER AGENCIES <br />12 and other related OCTAP revenues, AUTHORITY will refund each MEMBER AGENCY Its pro rate share <br />13 of unspent funds. If the total expenses are greater than the total combined contributions by MEMBER <br />14 AGENCIES and other related OCTAP revenues, AUTHORITY will invoice each MEMBER AGENCY for <br />15 its pro rata share, which shall be timely paid by each MEMBER AGENCY. <br />16 ARTICLES. AUDIT AND INSPECTION <br />17 AUTHORITY and MEMBER AGENCIES shall maintain a complete set of records in accordance <br />18 with generally accepted accounting principles. Upon reasonable notice, MEMBER AGENCIES shall <br />19 permit the authorized representatives of the AUTHORITY to Inspect and audit all work, materials, payroll, <br />20 books, accounts, and other data and records of MEMBER AGENCIES for a period of four (4) years after <br />21 final payment, or unfit any on -going audit Is completed, For purposes of audit, the date of completion of <br />22 this Agreement shall be the date of MEMBER AGENCIES' payment of AUTHORITY's final billing (so <br />23 noted on the invoice) under this Agreement. AUTHORITY shall have the right to reproduce any such <br />24 books, records, and accounts. The above provision with respect to audits shall extend to andlor be <br />25 included in contracts with MEMBER AGENCIES' contractor, <br />26 ARTICLE 9. INDEMNIFICATION <br />A. To the fullest extent permitted by taw, MEMBER AGENCIES shall defend (at MEMBER <br />MW <br />