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COOPERATIVE AGREEMENT NO. C-0-2038 <br />MACARTHUR BOULEVARD I TALBERT AVENUE — RTSSP <br />1 ARTICLE 6. DELEGATED AUTHORITY <br />2 The actions required to be taken by PARTICIPATING AGENCIES In the implementation of this <br />3 Agreement are delegated to their respective City Manager, or designee, and the actions required to be <br />4 taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief <br />5 Executive Officer designee. <br />6 ARTICLE 7, AUDIT AND INSPECTION <br />7 AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in <br />8 accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING <br />9 AGENCIES shall permit the authorized representatives of AUTHORITYto Inspect and audit all work, <br />10 materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for <br />11 period of five (5) years after final payment, final closeout, or until any on -going audit is completed, <br />12 whichever is later. For purposes of audit, the date of completion of this Agreement shall be the date of <br />13 AUTHORITY's payment of consultant's final billing (so noted on the paid invoice) under this Agreement. <br />14 AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above <br />15 provision with respect to audits shall extend to and/or be included in contracts with PARTICIPATING <br />16 AGENCIES' contractor. <br />17 ARTICLE 8. INDEMNIFICATION <br />18 A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend <br />19 (at PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to <br />20 AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, and Its officers, directors, employees, <br />21 and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, <br />22 claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, <br />23 penalties, and expenses Including legal costs and attorney fees (collectively "Claims"), Including but not <br />24 limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES' employees <br />26 Included), for damage to property, including property owned by AUTHORITY, or from any violation of any <br />26 federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful <br />Page 8 of 14 <br />L:1CammICLERICAL\WORDWROCWAGREEUA002038 <br />