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