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7 <br />4 <br />5 <br />6 <br />7 <br />8 <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 <br />26 <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 />ARTICLE 6. 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 and /or 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. <br />Page 7 of 12 <br />