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<br /> <br />5. Delegated Authority <br />The actions required to be taken by Santa Ana in the implementation of this Agreement <br />are delegated to its City Manager or designee, and the actions required to be taken by <br />City in the implementation of this Agreement are delegated to its City Manager or <br />designee. Santa Ana acknowledges this designation of authority is authorized under their <br />respective local rules and regulations. <br />6. Audit and Inspection <br />City and Santa Ana shall maintain a complete set of records in accordance with generally <br />accepted accounting principles. Upon reasonable notice, City shall permit the authorized <br />representative of Santa Ana to inspect and audit all work, materials, payroll, books, <br />accounts, and other data and records of City relevant to this Agreement and the Project <br />for a period of four (4) years after expiration or termination of this Agreement or until any <br />on-going audit is completed. Upon reasonable notice, Santa Ana shall permit the <br />authorized representatives of the City to inspect and audit all work, materials, payroll, <br />books, accounts, and other data and records of Santa Ana relevant to this Agreement <br />and the Project for a period of four (4) years after expiration or termination of this <br />Agreement or until any on-going audit is completed. For purposes of audit, the date of <br />completion of this Agreement shall be the date of OCTA’s payment of City’s final billing <br />(so noted on the invoice) under this Agreement. The Parties shall have the right to <br />reproduce any such books, records, and accounts relevant to this Agreement. The above <br />provision with respect to audits shall extend to and/or be included in contracts with City’s <br />contractor. The only work, materials, payroll, books, accounts, and other data and records <br />which may be audited or inspected pursuant to this section are those that are relevant to <br />this Agreement and the Project. <br />7. Indemnification <br />A. Santa Ana shall indemnify, defend and hold harmless the City, its officers, <br />directors, employees and agents from and against any and all claims <br />(including attorney’s fees and reasonable expenses for litigation and <br />settlement) for any loss or damages, bodily injuries, damage to, or loss of <br />property caused by the negligent acts, omissions or willful misconduct by <br />Santa Ana, its officers, directors, employees or agents in connection or <br />arising out of the performance of this Agreement including damage to <br />property and/or injury to person as a result of traffic accidents within Santa <br />Ana’s jurisdiction. <br />B. Santa Ana shall maintain adequate levels of insurance, or self-insurance to <br />assure full indemnification of City. Santa Ana shall provide City evidence <br />and/or documentation of said insurance upon execution of this Agreement. <br />C. City shall indemnify, defend and hold harmless Santa Ana, its officers, <br />directors, employees and agents from and against any and all claims <br />(including attorney’s fees and reasonable expenses for litigation and