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COOPERATIVE AGREEMENT NO. C-0-2037
<br />EDINGER AVENUE— RTSSP
<br />ARTICLE 7. AUDIT AND INSPECTION
<br />2 AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in
<br />3 accordance with generally accepted accounting prinelples. Upon reasonable notice, PARTICIPATING
<br />4 AGENCIES shall permit the authorized representatives of AUTHORITY to inspect and audit all work,
<br />5 materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a
<br />6 period of five (5) years after final payment, final closeout, or until any on -going audit is completed,
<br />7 whichever is later. For purposes of audit, the date of completion of this Agreement shall be the date of
<br />8 AUTHORITY's payment of consultant's final billing (so noted on the paid Invoice) under this Agreement.
<br />9 AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above
<br />10 provision with respect to audits shall extend to and/or be Included in contracts with PARTICIPATING
<br />11 AGENCIES' contractor.
<br />12 ARTICLE 8. INDEMNIFICATION
<br />13 A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend
<br />14 (at PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to
<br />16 AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, and its officers, directors, employees,
<br />16 and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits,
<br />17 claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders,
<br />18 penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not
<br />19 limited to Claims arising from Injuries to or death of persons (PARTICIPATING AGENCIES' employees
<br />20 Included), for damage to property, Including property owned by AUTHORITY, or from any violation of any
<br />21 federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful
<br />22 misconduct of PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection
<br />23 with or arising out of the performance of this Agreement.
<br />24 S. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
<br />25 cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify,
<br />26 protect, and hold harmless PARTICIPATING AGENCIES, Including their officers, directors, employees,
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