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AGREEMENT NO. C-1-2492 <br />1 items readily accessible to such parties during CITY's and CONTRACTOR's performance hereunder <br />2 and for a period of four (4) years. AUTHORITY's right to audit books and records directly related to this <br />3 Agreement shall also extend to all first-tier subcontractors. <br />4 ARTICLE 9. TERMINATION <br />5 A. AUTHORITY, CITY or CONTRACTOR may, for its own convenience, terminate this <br />6 Agreement at any time in whole or in part by giving the other parties written notice thereof of not less <br />7 than ninety (90) days in advance of the specified date of termination. <br />8 B. If Agreement is terminated prior to July 151 of any year within the term, CITY and/or <br />9 CONTRACTOR shall return funds received to AUTHORITY on a prorated basis for that annual <br />10 allocation. <br />11 ARTICLE 10. INDEMNIFICATION <br />12 A. CONTRACTOR shall indemnify, defend and hold harmless AUTHORITY and CITY, <br />13 their officers, directors, employees and agents from and against any and all claims (including <br />14 attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily <br />15 injuries, including death, damage to or loss of use of property caused by the negligent acts, <br />16 omissions, or willful misconduct by CONTRACTOR, their officers, directors, employees, agents, <br />17 subcontractors or suppliers in connection with or arising out of the performance of this Cooperative <br />18 Agreement . <br />19 B. CITY shall indemnify, defend and hold harmless AUTHORITY, their officers, directors, <br />20 employees and agents from and against any and all claims (including attorney's fees and <br />21 reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including <br />22 death, damage to or loss of use of property caused by the negligent acts, omissions, or willful <br />23 misconduct by CITY, their officers, directors, employees, agents, subcontractors or suppliers in <br />24 connection with or arising out of the performance of this Cooperative Agreement. <br />25 ARTICLE 11. ALCOHOL AND DRUG POLICY <br />26 A. CITY and CONTRACTOR agree to establish and implement an alcohol and drug <br />Page 6 of 8 <br />L;\C amm\C LERICALIW OROPROCW GREEIAG12492. docx