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COOPERATIVE AGREEMENT NO. C-3-3087 <br /> 1 payment of CITY's final billing (so noted on the invoice) or SCAG's final payment of all REAP funds to <br /> 2 AUTHORITY under this Agreement. AUTHORITY shall have the right to reproduce any such books, <br /> 3 records, and accounts. The above provision with respect to audits shall extend to and/or be included in <br /> 4 construction contracts with CITY's contractor. <br /> 5 ARTICLE 9. INDEMNIFICATION <br /> 6 A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, <br /> 7 employees and agents from and against any and all claims (including attorney's fees and reasonable <br /> 8 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's <br /> 9 compensation subrogation claims, damage to or loss of use of property alleged to be caused by the <br /> 10 negligent acts, omissions or willful misconduct by CITY, its officers, directors, employees or agents in <br /> 11 connection with or arising out of the performance of this Agreement. <br /> 12 B. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors, <br /> 13 employees and agents from and against any and all claims (including attorney's fees and reasonable <br /> 14 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's <br /> 15 compensation subrogation claims, damage to or loss of use of property alleged to be caused by the <br /> 16 negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees or <br /> 17 agents in connection with or arising out of the performance of this Agreement. <br /> 18 C. The indemnification and defense obligations of this Agreement shall survive its expiration <br /> 19 or termination. <br /> 20 ARTICLE 10. ADDITIONAL PROVISIONS <br /> 21 The AUTHORITY and CITY agree to the following mutual responsibilities: <br /> 22 A. Term of Agreement: This Agreement shall continue in full force and effect until December <br /> 23 31, 2026, or until all REAP funds have been expended, whichever is later. This Agreement may only be <br /> 24 extended upon written mutual consent by both PARTIES. <br /> 25 / <br /> 26 / <br /> Page 8 of 12 <br />