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thereafter for a period not less than five (5) years. CITY shall make all of its records <br />available to COUNTY upon request during regular business hours for the purpose of <br />evaluation or auditing and shall furnish clerical assistance for these purposes to COUNTY as <br />required. CITY agrees to implement all accounting and/or record - keeping recommendations <br />made by COUNTY. In the event CITY does not make its books and financial records <br />available to COUNTY, CITY agrees to pay all necessary and reasonable expenses, including <br />attorney's fees, incurred by COUNTY in obtaining the records and conducting an audit or <br />evaluation. <br />9. INDEMNIFICATION AND INSURANCE <br />CITY agrees to indemnify, defend with counsel approved in writing by <br />COUNTY, and hold COUNTY, its elected and appointed officials, officers, employees, <br />agents and those special districts and agencies for which COUNTY'S Board of Supervisors <br />acts as the governing Board ( "COUNTY INDEMNITEES ") harmless from any claims, <br />demands or liability of any kind or nature, including but not limited to personal injury or <br />property damage, arising from or related to the performance provided by CITY pursuant to <br />this Agreement. If judgment is entered against CITY and COUNTY by a court of competent <br />jurisdiction because of the concurrent active negligence of COUNTY or COUNTY <br />INDEMNITEES, CITY and COUNTY agree that liability will be apportioned as determined <br />by the court or jury. <br />CITY certifies that it has insurance coverage or self - insurance that is adequate to <br />cover all risks associated with the project. If it has insurance covering the project, CITY will <br />add COUNTY as an additional insured. <br />10. INDEPENDENT CONTRACTOR <br />CITY shall be considered an independent contractor and neither its employees <br />nor subcontractors, agents or anyone else working under or on behalf of CITY shall be <br />considered an agent or an employee of COUNTY. Further, neither CITY's employees nor <br />subcontractors, agents or anyone else working under or on behalf of CITY shall qualify for <br />workers' compensation or other fringe benefits of any kind through COUNTY. <br />11. ASSIGNMENT OR SUBCONTRACTING <br />The terms, covenants, and conditions contained herein shall apply to and bind <br />the heirs, successors, executors, administrators and assigns of the parties. Furthermore, <br />0 <br />