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COOPERATIVE AGREEMENT NO. C- 5.3583 <br />1 in the implementation of this Agreement are delegated to the AUTHORITY's Chief Executive Officer <br />2 or designee. <br />3 ARTICLE 7. MAXIMUM OBLIGATION <br />4 Notwithstanding any provisions of this Agreement to the contrary, the AUTHORITY and the <br />5 CITY mutually agree that the AUTHORITY's maximum cumulative payment obligation under this <br />6 Agreement shall be One Million Four Hundred Ninety Three Four Hundred Sixty Nine <br />7 Dollars ($1,493,469), unless agreed to and amended in writing by both Parties. <br />8 / <br />9 ARTICLE B. AUDIT AND INSPECTION <br />10 The AUTHORITY and the CITY shall maintain a complete set of records in accordance with <br />11 generally accepted accounting principles. Upon reasonable notice, the CITY shall permit the <br />12 authorized representatives of the AUTHORITYto inspect and audit all work, materials, payroll, books, <br />13 accounts, and other data and records of the CITY for a period of four (4) years after final payment, or <br />14 until any on -going audit is completed. For purposes of audit, the date of completion of this Agreement <br />15 shall be the date of the AUTHORITY's payment of the CITY's final billing (so noted on the invoice) <br />16 under this Agreement. The AUTHORITY shall have the right to reproduce any such books, records, <br />17 and accounts. The above provision with respect to audits shall extend to and /or be included in City <br />18 contracted work. <br />19 ARTICLE 9. INDEMNIFICATION <br />20 A. To the fullest extent permitted by law, the CITY shall defend (at the CITY's sole cost <br />21 and expense with legal counsel reasonably acceptable to the AUTHORITY), indemnify, protect, and <br />22 hold harmless the AUTHORITY, its officers, directors, employees, and agents from and against any <br />23 and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, <br />24 settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney <br />25 fees, including but not limited to claims arising from injuries to or death of persons ('the CITY's <br />26 <br />C:\ Users\ jfunk\ AppData\ LocallMicrosoft \windows\INetCache\ Content. Outlook \BK3MRVDH\AG53583 - 2 0 9 80210 OCTA SA Design <br />Agroemont- Post Final Amondment .docx <br />Page 7 of 13 <br />25F -11 <br />