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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-3-2433 <br />COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT <br />F. The PARTICIPATING AGENCY shall maintain in good condition existing traffic signal <br />equipment for the PROJECT, such as signal communication and traffic signal controllers. <br />G. The PARTICIPATING AGENCY shall waive all fees associated with permits that would <br />otherwise be required from the CONSULTANT, subconsultants, and/or service or equipment providers <br />in the performance of the PROJECT. <br />ARTICLE 5. DELEGATED AUTHORITY <br />The actions required to be taken by the PARTICIPATING AGENCY in the implementation of this <br />Agreement are delegated to its respective City Manager, or City Manager's designee, and the actions <br />required to be taken by the AUTHORITY in the implementation of this Agreement are delegated to the <br />AUTHORITY's Chief Executive Officer or Chief Executive Officer's designee. <br />ARTICLE 6. AUDIT AND INSPECTION <br />PARTICIPATING AGENCY shall maintain a complete set of records in accordance with generally <br />accepted accounting principles. Upon reasonable notice, PARTICIPATING AGENCY shall permit the <br />authorized representatives of AUTHORITY to inspect and audit all work, materials, payroll, books, <br />accounts, and other data and records of PARTICIPATING AGENCY for a period of five (5) years after <br />final payment, final closeout, or until any on -going audit is completed, whichever is later. For purposes <br />of audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of <br />CONSULTANT's final billing (so noted on the paid invoice) under this Agreement. AUTHORITY shall <br />have the right to reproduce any such books, records, and accounts. The above provision with respect to <br />audits shall extend to and/or be included in contracts with AUTHORITY'S contractor. <br />ARTICLE 7. INDEMNIFICATION <br />A. To the fullest extent permitted by law, the PARTICIPATING AGENCY shall defend <br />(at the PARTICIPATING AGENCY's sole cost and expense with legal counsel reasonably acceptable to <br />the AUTHORITY), indemnify, protect, and hold harmless the AUTHORITY, and its officers, directors, <br />employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, <br />actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, <br />Page 6 of 10 <br />