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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />s <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 ill <br />26 <br />COOPERATIVE AGREEMENT NO. C-2-1849 <br />ARTICLE 6. AUDIT AND INSPECTION <br />PARTIES shall maintain a complete set of records in accordance with generally accepted <br />accounting principles. Upon reasonable notice, CITY shall permit the authorized representatives of <br />AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and other data and <br />records of CITY for a period of four (4) years after final payment, or until any on-going audit is <br />completed. For purposes of audit, the date of completion of this Agreement shall be the date of <br />Caltrans' payment of CITY's final billing (so noted on the invoice) under this Agreement. <br />AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above <br />provision with respect to audits shall extend to and/or be included in construction contracts with <br />CITY's contractor. <br />ARTICLE 7. INDEMNIFICATION <br />A. CITY shall each indemnify, defend and hold harmless AUTHORITY, its officers, <br />directors, employees and agents from and against any and all claims (including attorney's fees and <br />reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including <br />death, worker's compensation subrogation claims, damage to or loss of use of property alleged to be <br />caused by the negligent acts, omissions or willful misconduct by either CITY, its officers, directors, <br />employees or agents in connection with or arising out of the performance of this Agreement. <br />B. AUTHORITY shall indemnify, defend and hold harmless both CITY, its officers, <br />directors, employees and agents from and against any and all claims (including attorney's fees and <br />reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including <br />death, worker's compensation subrogation claims, damage to or loss of use of property alleged to be <br />caused by the negligent acts, omissions or willful misconduct by either AUTHORITY, its officers, <br />directors, employees or agents in connection with or arising out of the performance of this <br />Agreement. <br />C. The indemnification and defense obligations of this Agreement shall survive its <br />expiration or termination. <br />Page 8 of 12 <br />L:CarrrMCLERICAL\CLERICAL\W ORDPROC\AG REE\AG21849.doc