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and/or employer contributions for PERS benefits on behalf of OCWD or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. 18. Insurance OCWD will obtain all such insurance as Metropolitan may reasonably direct OCWD to carry, if any, as a consultant and/or participating entity of City for purposes of preparing the Study approved and authorized by the FSA Agreement. OCWD further agrees to reimburse City for the costs of any additional insurance coverage City is required to obtain or carry in order to satisfy the insurance obligations of City under the FSA Agreement between City and Metropolitan. 19. Audit a. OCWD shall be responsible for ensuring the accuracy and propriety of all billings and shall maintain all supporting documentation for the period specified below. b. City will have the right to audit OCWD's invoices and all supporting documentation for purposes of compliance with this Agreement during the term of this Agreement and for a period of three years following completion of services under this Agreement. C. OCWD shall be responsible for maintaining the supporting documentation for a period of three years following completion of services under this agreement. d. Upon reasonable notice from City, OCWD shall cooperate fully with any audit of its billings conducted by City and shall permit access to its books, records and accounts as may be necessary to conduct such audits. 20. Prohibited Relationships with Sanctioned Countries and Persons OCWD represents and warrants that both 1) OCWD, and 2) to OCWD's knowledge, its directors, officers, employees, subsidiaries, participating entities, consultants, and sub -consultants, are not engaged in any business transactions or other activities prohibited by any laws, regulations or executive orders relating to terrorism, trade embargoes or money laundering ("Anti -Terrorism Laws"), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the "Executive Order"), the Patriot Act, and the regulations administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of Treasury, including those parties named on OFAC's Specially Designated Nationals and Blocked Persons List. OCWD is in compliance with the regulations administered by OFAC and any other Anti -Terrorism Laws, including the Executive Order and the Patriot Act. In the event of any violation of this section, City shall be entitled to immediately terminate this Agreement and take such other actions as are permitted or required to be taken under law or in equity. 26291022499-0003 13498849.12 a0810I/19