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<br />AGREEMENT NO. C- X -XXXX
<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 the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts,
<br />and other data and records of CITY for a period of four (4) years after final payment, or until any on-
<br />going audit is completed. For purposes of audit, the date of completion of this Cooperative Agreement
<br />shall be 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 />alleged to be caused by the negligent acts, omissions or willful misconduct of CITY, its officers,
<br />directors, employees or agents in connection with or arising out of the performance of this Cooperative
<br />Agreement.
<br />B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
<br />cost and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold
<br />harmless CITY, its officers, directors, employees, and agents (collectively the "Indemnified PARTIES "),
<br />from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments,
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