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COOPERATIVE AGREEMENT NO. C-0-2201
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<br />ARTICLE 9. AUDIT AND INSPECTION
<br />AUTHORITY and CITY shall maintain a complete set of records in accordance with generally
<br />accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized
<br />representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and
<br />other data and records of CITY for a period of four (4) years after final payment, or until any on -going
<br />audit is completed. For purposes of audit, the date of completion of this Agreement shall be the date of
<br />AUTHORITY's payment of CITY's final billing (so noted on the invoice) under this Agreement.
<br />AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above
<br />provision with respect to audits shall extend to and/or be included in contracts with CITY's contractor or
<br />consultant.
<br />ARTICLE 10. INDEMNIFICATION
<br />A. To the fullest extent permitted bylaw, CITY shall defend (at CITY's sole cost and expense
<br />with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless
<br />AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties'), from
<br />and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
<br />awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and
<br />attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of
<br />persons (CITY's employees included), for damage to property, including property owned by AUTHORITY,
<br />or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent
<br />acts, omissions or willful misconduct of CITY, its officers, directors, employees or agents in connection
<br />with or arising out of the performance of this Agreement.
<br />B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
<br />cost and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold
<br />harmless CITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties"), from
<br />and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
<br />awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and
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