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<br /> ' 1 SUBGRANTEE shall notify COUNTY immediately upon discovery that it has not abided or no longer <br /> 2 will abide by any applicable provision of this Agreement or Attachments A, B, C, D or E hereto. <br /> 3 9. SUBGRANTEE and COUNTY shall be subject to examination and audit by the State <br /> 4 Auditor General with respect to this Agreement for a period of three years after final payment <br /> 5 hereunder. <br /> 6 10. SUBGRANTEE agrees to indemnify, defend and save harmless COUNTY and the <br /> 7 agency from which COUNTY received grant funds, and their elected and appointed officials, officers, <br /> 8 agents and employees from any and all claims and losses accruing or resulting to any and all contractors, <br /> 9 subcontractors, laborers, and any other person, firm or corporation furnishing or supplying work, <br /> 10 services, materials or supplies in connection with SUBGRANTEE's performance of this Agreement, <br /> 11 including Attachments A, B, C, D and E hereto, and from any and all claims and losses accruing or <br /> 12 resulting to any person, firm, or corporation who may be injured or damaged by SUBGRANTEE in the <br /> 13 performance of this Agreement, including Attachments A, B, C, D and E hereto. <br /> 14 11. No alteration or variation of the terms of this Agreement shall be valid unless made in <br /> 15 writing and signed by duly authorized representatives of the parties hereto, and no oral understanding or <br /> 16 agreement not incorporated herein shall be binding on any of the parties hereto. <br /> 17 12. SUBGRANTEE may not assign this Agreement in whole or in part without the express <br /> 18 written consent of COUNTY. <br /> 19 13. For a period of three years after final payment hereunder or until all claims related to <br /> 20 this Agreement are finally settled, whichever is later, SUBGRANTEE shall preserve and maintain all <br /> 21 documents, papers and records relevant to the work performed or property or equipment acquired in <br /> 22 accordance with this Agreement, including Attachments A, B, C, D and E hereto. For the same time <br /> 23 period, SUBGRANTEE shall make said documents, papers and records available to COUNTY and the <br /> 24 agency from which COUNTY received the grant funds or their duly authorized representative(s), for <br /> 25 examination, copying, or mechanical reproduction on or off the premises of SUBGRANTEE, upon <br /> 26 request, during usual working hours. <br /> 27 <br /> 28 <br /> CFDA 16.738 <br /> FY2009 JAG Program <br /> U.S. Department of Justice 09 Page 3 of 5 <br /> 20A-5 <br /> <br />