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COOPERATIVE AGREEMENT NO. C-1-3252 <br />1 ARTICLE 8. AUDIT AND INSPECTION OF RECORDS <br />2 CITY shall provide AUTHORITY, or other agents of AUTHORITY, such access to CITY's <br />3 accounting books, program records, payroll documents and facilities as AUTHORITY deems necessary. <br />4 CITY shall maintain such books, records, data and documents in accordance with generally accepted <br />5 accounting principles and shall clearly identify and make such items readily accessible to such parties <br />6 during CITY's performance hereunder and for a period of five (5) years from the date of final payment by <br />7 CITY. AUTHORITY's right to audit books and records directly related to this Agreement shall also extend <br />8 to all first -tier subcontractors. CITY shall permit any of the foregoing parties to reproduce documents by <br />9 any means whatsoever or to copy excerpts and transcriptions as reasonably necessary. <br />10 ARTICLE 9. TERMINATION <br />11 AUTHORITY or CITY may, for its own convenience, terminate this Agreement at any time in <br />12 whole or in part by giving the other PARTY written notice thereof of not less than thirty (30) days in <br />13 advance of the specified date of termination. <br />14 ARTICLE 10. INDEMNIFICATION <br />15 A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, <br />16 employees and agents from and against any and all claims (including attorney's fees and reasonable <br />17 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, damage <br />18 to or loss of use of property caused by the negligent acts, omissions, or willful misconduct by CITY, <br />19 its officers, directors, employees, agents, subcontractors or suppliers in connection with or arising out <br />20 of the performance of this Agreement. <br />21 B. CITY shall maintain adequate levels of Insurance, or self-insurance to assure full <br />22 indemnification of AUTHORITY. <br />23 C. As a funding source, AUTHORITY shall not be liable for any claims or losses arising <br />24 from CITY as a result of using the fund. <br />25 / <br />26 / <br />Page 7 of 9 <br />