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MASTER FUNDING AGREEMENT NO. C-1-2783 <br />1 accounts, and other data and records of AGENCY for a period of four (4) years after final payment, or <br />2 completion of audit by the AUTHORITY, or after final payment of debt service where local fair share <br />3 revenues were pledged, whichever is longer. For purposes of audit, the date of completion of any <br />4 project funded through this Agreement shall be the date of AUTHORITY's payment of AGENCY's final <br />5 billing (so noted on the invoice) under this Agreement. AUTHORITY shall have the right to reproduce <br />6 any such books, records, and accounts. The above provision with respect to audits shall extend to <br />7 and/or be included in contracts with AGENCY's contractor(s). <br />8 ARTICLE 7. INDEMNIFICATION <br />9 A. AGENCY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, <br />10 employees and agents from and against any and all claims (including attorney's fees and reasonable <br />11 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's <br />12 compensation subrogation claims, damage to or loss of use of property alleged to be caused by the <br />13 negligent acts, omissions or willful misconduct by AGENCY, its officers, directors, employees or agents <br />14 in connection with or arising out of the performance of this Agreement. <br />15 B. AUTHORITY shall indemnify, defend and hold harmless AGENCY, its officers, directors, <br />16 employees and agents from and against any and all claims (including attorney's fees and reasonable <br />17 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's <br />18 compensation subrogation claims, damage to or loss of use of property alleged to be caused by the <br />19 negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees or <br />20 agents in connection with or arising out of the performance of this Agreement. <br />21 C. The indemnification and defense obligations of this Agreement shall survive its <br />22 expiration or termination. <br />23 ARTICLE 8. ADDITIONAL PROVISIONS <br />24 A. Term of Agreement: This Agreement shall continue in full force and effect through final <br />25 acceptance of PROJECT by AUTHORITY, or until March 31, 2041 whichever is later. This Agreement <br />26 may be extended at the mutual consent of both parties <br />Page 7 of 10 <br />LACammlMarvin\Cooperative Agreements\CTFP Master Funding Agreement\Agreements\C-1-2783 City of Santa Ana.docx <br />