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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />COOPERATIVE AGREEMENT NO. C-0-2039 <br />WARNER AVENUE — RTSSP <br />taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief <br />Executive Officer or designee. <br />ARTICLE 7. AUDIT AND INSPECTION <br />AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in <br />accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING <br />AGENCIES shall permit the authorized representatives of AUTHORITY to inspect and audit all work, <br />materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a <br />period of five (5) years after final payment, final closeout, or until any on -going audit is completed, <br />whichever is later. For purposes of audit, the date of completion of this Agreement shall be the date of <br />AUTHORITY's payment of consultant's final billing (so noted on the paid 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 PARTICIPATING <br />AGENCIES' contractor. <br />ARTICLE 8. INDEMNIFICATION <br />A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend <br />(at PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to <br />AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, and its officers, directors, employees, <br />and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, <br />claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, <br />penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not <br />limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES' employees <br />included), for damage to property, including property owned by AUTHORITY, or from any violation of any <br />federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful <br />misconduct of PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection <br />with or arising out of the performance of this Agreement. <br />Page 8 of 14 <br />L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02039 <br />25B-28 <br />