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COOPERATIVE AGREEMENT NO. C-7-XXXX
<br />1 by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief Executive
<br />2 Officer or designee.
<br />3 ARTICLE 7, MAXIMUM OBLIGATION
<br />4 Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY
<br />5 mutually agree that AUTHORITY's maximum cumulative payment obligation hereunder shall be Forty
<br />6 Five Thousand dollars ($45,000).
<br />7 ARTICLE 8. AUDIT AND INSPECTION
<br />8 AUTHORITY and CITY shall maintain a complete set of records in accordance with generally
<br />9 accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized
<br />10 representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and
<br />11 other data and records of CITY for a period of four (4) years after final payment, or until any on-going
<br />12 audit is completed. For purposes of audit, the date of completion of this Agreement shall be the date of
<br />13 AUTHORITY's payment of CITY's final billing (so noted on the invoice) under this Agreement.
<br />14 AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above
<br />15 provision with respect to audits shall extend to and/or be included in contracts with CITY's contractor or
<br />16 consultant.
<br />17 ARTICLE 9. INDEMNIFICATION
<br />18 A. To the fullest extent permitted by law, CITY shall defend (at CITY's sole cost and expense
<br />19 with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless
<br />20 AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties"), from
<br />21 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration
<br />22 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and
<br />23 attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of
<br />24 persons (CITY's employees included), for damage to property, including property owned by AUTHORITY,
<br />25 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent
<br />26 acts, omissions or willful misconduct of CITY, its officers, directors, employees or agents in connection
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