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COOPERATIVE AGREEMENT NO. C-3-3087 <br />Page 8 of 12 <br />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 />payment of CITY’s final billing (so noted on the invoice) or SCAG’s final payment of all REAP funds to <br />AUTHORITY under this Agreement. AUTHORITY shall have the right to reproduce any such books, <br />records, and accounts. The above provision with respect to audits shall extend to and/or be included in <br />construction contracts with CITY’s contractor. <br />ARTICLE 9. INDEMNIFICATION <br />A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, <br />employees and agents from and against any and all claims (including attorney's fees and reasonable <br />expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker’s <br />compensation subrogation claims, damage to or loss of use of property alleged to be caused by the <br />negligent acts, omissions or willful misconduct by CITY, its officers, directors, employees or agents in <br />connection with or arising out of the performance of this Agreement. <br />B. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors, <br />employees and agents from and against any and all claims (including attorney’s fees and reasonable <br />expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker’s <br />compensation subrogation claims, damage to or loss of use of property alleged to be caused by the <br />negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees or <br />agents in connection with or arising out of the performance of this Agreement. <br />C. The indemnification and defense obligations of this Agreement shall survive its expiration <br />or termination. <br />ARTICLE 10. ADDITIONAL PROVISIONS <br />The AUTHORITY and CITY agree to the following mutual responsibilities: <br />A. Term of Agreement: This Agreement shall continue in full force and effect until December <br />31, 2026, or until all REAP funds have been expended, whichever is later. This Agreement may only be <br />extended upon written mutual consent by both PARTIES. <br />/ <br />/