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MOU No.: M-025-1 S
<br />SCAG Project/OWP No.: 225-3564J2.11
<br />SCAG.
<br />Verification of Coverage — CITY shall fiunish SCAG with original endorsements and certificates
<br />of insurance evidencing coverage required by this clause. All documents are to be signed by a
<br />person authorized by that insurer to bind coverage on its behalf. All documents are to be received
<br />and approved by SCAG before work commences. Upon request of SCAG at any time, CITY
<br />shall provide complete, certified copies of all required insurance policies, including endorsements
<br />affecting the coverage required by these specifications.
<br />12. Indemnification
<br />a. Except for the negligence or willful misconduct of SCAG and any of its directors, officers,
<br />agents, employees, assigns, and successors in interest, CITY undertakes and agrees to defend,
<br />indemnify, and hold harmless SCAG and any of its directors, officers, agents, employees,
<br />assigns, and successors in interest from and against all suits and causes of action, claims, losses,
<br />demands and expenses, including, but not limited to, attorneys fees and cost of litigation,
<br />damage or liability of any nature whatsoever, for death or injury to any person, employees and
<br />agents, or damage or destruction of any property of either party hereto or of third parties,
<br />arising in any manner by reason of the negligent acts, errors or omissions or violations of law
<br />by CITY, employees and agents in connection with its activities in pursuing the Project or
<br />under this MOU.
<br />b. Except for the negligence or willful misconduct of CITY and any of its directors, officers,
<br />agents, employees, assigns, and successors in interest, SCAG undertakes and agrees to defend,
<br />indemnify, and hold harmless CITY and any of its directors, officers, agents, employees,
<br />assigns, and successors in interest from and against all suits and causes of action, claims, losses,
<br />demands and expenses, including, but not limited to, attorney's fees and cost of litigation,
<br />damage or liability of any nature whatsoever, for death or injury to any person, including
<br />SCAG's employees and agents, or damage or destruction of any property of either party hereto
<br />or of third parties, arising in any manner by reason of the negligent acts, errors or omissions or
<br />violations of law by SCAG or its employees and agents in connection with its activities in
<br />pursuing the Project or under this MOU.
<br />13. Records Retention and Audits
<br />a. CITY shall maintain all source documents, books and records connected with the Project and
<br />all work performed under this MOU for a minimum of four (4) years from the Completion
<br />Date or the date an audit resolution is achieved for each annual SCAG Overall Work Program
<br />(OWP), whichever is later, and shall make all supporting information available upon request
<br />for inspection and audit by representatives of SCAG, the California State Auditor, or other
<br />authorized government agency. Copies shall be made and furnished by SCAG upon request
<br />at no cost to SCAG.
<br />b. SCAG shall maintain all source documents, books and records connected with the Project
<br />under this MOU for a minimum of four (4) years from the Completion Date or the date an audit
<br />resolution is achieved for each annual SCAG OWP, and shall make all supporting information
<br />available upon request for inspection and audit by representatives of CITY, the California State
<br />February 26, 2019
<br />Page 10
<br />25C-12
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