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COOPERATIVE AGREEMENT NO. C4-1882
<br />BRISTOL STREET — TSSP
<br />1 payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a period of
<br />2 four (4) years after final payment, or until any on -going audit is completed. For purposes of audit, the
<br />3 date of completion of this Agreement shall be the date of AUTHORITY's payment of OCTA Consultant's
<br />4 final billing (so noted on the invoice) under this Agreement. AUTHORITY shall have the right to
<br />5 reproduce any such books, records, and accounts. The above provision with respect to audits shall
<br />6 extend to and/or be included in contracts with PARTICIPATING AGENCIES' contractor.
<br />7 ARTICLE 8. INDEMNIFICATION
<br />8 A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend (at
<br />g PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to
<br />10 AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, its officers, directors, employees,
<br />11 and agents (collectively the "Indemnified Parties "), from and against any and all liabilities, actions, suits,
<br />12 claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands,
<br />13 orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims "), including
<br />14 but not limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES'
<br />15 employees included), for damage to property, including property owned by AUTHORITY, or from any
<br />16 violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts,
<br />17 omissions or willful misconduct of PARTICIPATING AGENCIES, its officers, directors, employees or
<br />18 agents in connection with or arising out of the performance of this Agreement.
<br />19 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
<br />20 cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES),
<br />21 indemnify, protect, and hold harmless PARTICIPATING AGENCIES, its officers, directors, employees,
<br />22 and agents (collectively the "Indemnified Parties "), from and against any and all liabilities, actions, suits,
<br />23 claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands,
<br />24 orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims "), including
<br />25 but not limited to Claims arising from injuries to or death of persons (AUTHORITY's employees
<br />26 included), for damage to property, including property owned by PARTICIPATING AGENCIES, or from
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