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<br />COOPERATIVE AGREEMENT NO. C-3-2323
<br />representatives of the CITY to inspect and audit all work, materials, payroll, books, accounts, and other
<br />data and records of the AUTHORITY related to operations and maintenance of the System for a period
<br />of four (4) years after each payment was due to the AUTHORITY with respect to the financial terms in
<br />Article 7. The CITY shall have the right to reproduce any such books, records, and accounts. The above
<br />provision with respect to audits shall extend to and/or be included in third party contracts with the
<br />AUTHORITY related to operations and maintenance as described in this Agreement.
<br />ARTICLE 9. INDEMNIFICATION
<br />A. To the fullest extent permitted by law, the CITY shall defend (at the CITY's sole cost and
<br />expense with legal counsel reasonably acceptable to the AUTHORITY), indemnify, protect, and hold
<br />harmless the AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified
<br />Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs,
<br />judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses
<br />including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising
<br />from injuries to or death of persons (the CITY's employees included), for damage to property, including
<br />property owned by the AUTHORITY, or from any violation of any federal, state, or local law or ordinance,
<br />by the negligent acts, omissions or willful misconduct of the CITY, its officers, directors, employees or
<br />agents in connection with or arising out of the performance of this Agreement.
<br />B. To the fullest extent permitted by law, the AUTHORITY shall defend (at the AUTHORITY's
<br />sole cost and expense with legal counsel reasonably acceptable to the CITY), indemnify, protect, and
<br />hold harmless the CITY, its officers, directors, employees, and agents (collectively the "Indemnified
<br />Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs,
<br />judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses
<br />including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising
<br />from injuries to or death of persons (the AUTHORITY's employees included), for damage to property,
<br />including property owned by the CITY, or from any violation of any federal, state, or local law or ordinance,
<br />by the negligent acts, omissions or willful misconduct of the AUTHORITY, its officers, directors,
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