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<br />AGREEMENT NO, C -5 -8632
<br />ARTICLE S. DELEGATED AUTHORITY
<br />The actions required to be taken by CITY in the implementation of this Agreement are
<br />delegated to its Public Works Director, or designee, and the actions required to be taken by
<br />AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief Executive
<br />Officer or designee.
<br />ARTICLES. AUDIT AND INSPECTION
<br />AUTHORITY and CITY shall maintain a complete set of records in accordance with generally
<br />accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized
<br />representatives of AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and
<br />other data and records of CITY for a period of four (4) years after final payment by Caltrans, or until any
<br />on -going audit is completed. For purposes of audit, the date of completion of this Agreement shall be
<br />the date of CITY's payment of AUTHORITY's final billing (so noted on the invoice) under this
<br />Agreement. AUTHORITY shall have the right to reproduce any such books, records, and accounts. The
<br />above provision with respect to audits shall extend to ardlor be Included in contracts with CITY's
<br />contractor.
<br />ARTICLE 7. INDEMNIFICATION
<br />A. To the fullest extent permitted by law, CITY shall defend (at CITY's sole cost and
<br />expense with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold
<br />harmless AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified
<br />Parties "), from and against any and all liabilities, actions, suits, claims, demands, losses, costs,
<br />judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses
<br />including legal costs and attorney fees (collectively "Claims "), including but not limited to Claims arising
<br />from injuries to or death of persons (CITY's employees included), for damage to property, including
<br />property owned by AUTHORITY, or from any violation of any federal, state, or local law or ordinance,
<br />actually caused by the negligent acts, omissions or willful misconduct of CITY, its officers, directors,
<br />employees or agents in connection with or arising out of the performance of this Agreement,
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