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and/or employer contributions for PERS benefits on behalf of OCWD or its employees, agents, or <br />subcontractors, as well as for the payment of any penalties and interest on such contributions, <br />which would otherwise be the responsibility of City. <br />18. Insurance <br />OCWD will obtain all such insurance as Metropolitan may reasonably direct <br />OCWD to carry, if any, as a consultant and/or participating entity of City for purposes of preparing <br />the Study approved and authorized by the FSA Agreement. OCWD further agrees to reimburse <br />City for the costs of any additional insurance coverage City is required to obtain or carry in order <br />to satisfy the insurance obligations of City under the FSA Agreement between City and <br />Metropolitan. <br />19. Audit <br />a. OCWD shall be responsible for ensuring the accuracy and propriety of all <br />billings and shall maintain all supporting documentation for the period specified below. <br />b. City will have the right to audit OCWD's invoices and all supporting <br />documentation for purposes of compliance with this Agreement during the term of this Agreement <br />and for a period of three years following completion of services under this Agreement. <br />C. OCWD shall be responsible for maintaining the supporting documentation <br />for a period of three years following completion of services under this agreement. <br />d. Upon reasonable notice from City, OCWD shall cooperate fully with any <br />audit of its billings conducted by City and shall permit access to its books, records and accounts <br />as may be necessary to conduct such audits. <br />20. Prohibited Relationships with Sanctioned Countries and Persons <br />OCWD represents and warrants that both 1) OCWD, and 2) to OCWD's <br />knowledge, its directors, officers, employees, subsidiaries, participating entities, consultants, and <br />sub -consultants, are not engaged in any business transactions or other activities prohibited by any <br />laws, regulations or executive orders relating to terrorism, trade embargoes or money laundering <br />("Anti -Terrorism Laws"), including Executive Order No. 13224 on Terrorist Financing, effective <br />September 24, 2001 (the "Executive Order"), the Patriot Act, and the regulations administered by <br />the Office of Foreign Assets Control ("OFAC") of the U.S. Department of Treasury, including <br />those parties named on OFAC's Specially Designated Nationals and Blocked Persons List. <br />OCWD is in compliance with the regulations administered by OFAC and any other Anti -Terrorism <br />Laws, including the Executive Order and the Patriot Act. In the event of any violation of this <br />section, City shall be entitled to immediately terminate this Agreement and take such other actions <br />as are permitted or required to be taken under law or in equity. <br />2629/022499-0003 <br />13498849.12 a08/01/19 8 <br />20C-52 <br />