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COOPERATIVE AGREEMENT NO. C-3-2433 <br />COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT <br />1 F. The PARTICIPATING AGENCY shall maintain in good condition existing traffic signal <br />2 equipment for the PROJECT, such as signal communication and traffic signal controllers. <br />3 G. The PARTICIPATING AGENCY shall waive all fees associated with permits that would <br />4 otherwise be required from the CONSULTANT, subconsultants, and/or service or equipment providers <br />5 in the performance of the PROJECT. <br />6 ARTICLE 5. DELEGATED AUTHORITY <br />7 The actions required to be taken by the PARTICIPATING AGENCY in the implementation of this <br />8 Agreement are delegated to its respective City Manager, or City Manager's designee, and the actions <br />9 required to be taken by the AUTHORITY in the implementation of this Agreement are delegated to the <br />10 AUTHORITY's Chief Executive Officer or Chief Executive Officer's designee. <br />11 ARTICLE 6. AUDIT AND INSPECTION <br />12 PARTICIPATING AGENCY shall maintain a complete set of records in accordance with generally <br />13 accepted accounting principles. Upon reasonable notice, PARTICIPATING AGENCY shall permit the <br />14 authorized representatives of AUTHORITY to inspect and audit all work, materials, payroll, books, <br />15 accounts, and other data and records of PARTICIPATING AGENCY for a period of five (5) years after <br />16 final payment, final closeout, or until any on -going audit is completed, whichever is later. For purposes <br />17 of audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of <br />18 CONSULTANT's final billing (so noted on the paid invoice) under this Agreement. AUTHORITY shall <br />19 have the right to reproduce any such books, records, and accounts. The above provision with respect to <br />20 audits shall extend to and/or be included in contracts with AUTHORITY'S contractor. <br />21 ARTICLE 7. INDEMNIFICATION <br />22 A. To the fullest extent permitted by law, the PARTICIPATING AGENCY shall defend <br />23 (at the PARTICIPATING AGENCY's sole cost and expense with legal counsel reasonably acceptable to <br />24 the AUTHORITY), indemnify, protect, and hold harmless the AUTHORITY, and its officers, directors, <br />25 employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, <br />26 actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, <br />Page 6 of 10 <br />