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1 <br />2 <br />3 <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 />COOPERATIVE AGREEMENT NO. C -5 -3583 <br />ARTICLES. AUDIT AND INSPECTION <br />The AUTHORITY and the CITY shall maintain a complete set of records in accordance with <br />generally accepted accounting principles. Upon reasonable notice, the CITY shall permit the <br />authorized representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, <br />accounts, and other data and records of the CITY for a period of four (4) years after final payment, or <br />until any on -going audit is completed. For purposes of audit, the date of completion of this Agreement <br />shall be the date of the AUTHORITY's payment of the CITY's final billing (so noted on the invoice) <br />under this Agreement. The AUTHORITY shall have the right to reproduce any such books, records, <br />and accounts. The above provision with respect to audits shall extend to and/or be included in City <br />contracted work. <br />ARTICLE 9. INDEMNIFICATION <br />A. To the fullest extent permitted by law, the CITY shall defend (at the CITY's sole cost <br />and expense with legal counsel reasonably acceptable to the AUTHORITY), indemnify, protect, and <br />hold harmless the _ AUTHORITY, _ its officers,_ directors, employees, and agents from and against any <br />and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, <br />settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney <br />fees, including but not limited to claims arising from injuries to or death of persons (the CITY's <br />employees included), for damage to property, including property owned by the AUTHORITY, or from <br />any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent <br />acts, omissions or willful misconduct of the CITY, its officers, directors, employees or agents in <br />connection with or arising out of the performance of this Agreement. <br />B. To the fullest extent permitted by law, the AUTHORITY shall defend (at the <br />AUTHORITY's sole cost and expense with legal counsel reasonably acceptable to the CITY), <br />indemnify, protect, and hold harmless the CITY, its officers, directors, employees, and agents from <br />and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration <br />awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and <br />Page 7of13 <br />L: \Camm\ CLERICAL \WORDPROC\AGREEWG535832c6E4 $4.27.docx <br />