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MOU No.::TBD <br />SLAG t'rojmt/6&T No.:TBD. <br />City Contract No. :TBD <br />including the CIT.Y's Consultant(s), employees and agents, or damage or destruction of any <br />property of either party hereto or of third parties, arising in any manner by reason of the <br />negligent acts; 'errors or omissions or violations of law by CITY, employees and agents in <br />connection with its activities in pursuing the Project or under this MOU: CITY further <br />agrees to require its Consultant to provide indemnification for SCAG to the same extent as <br />CITY; in the contract(s) between CITY and its Consultant for work related to this <br />Agreement. <br />b. Except for the negligence or willful misconduct of CITY and any of its directors; officers; <br />agents, employees, assigns, and successors in interest, SCAG undertakes and agrees to <br />defend, indemnify, and hold harmless CITY and any of its directors, officers, agents, <br />employees, assigns, and successors in interest from and against all suits and causes of action, <br />claims, losses, demands and expenses, including, but "not limited to, attorney's fees and cost <br />of litigation, damage or liability of any nature whatsoever, for death or injury to any person, <br />including SCAG's employees and agents, or damage or destruction, of any property of either <br />party hereto or of third parties, arising in any manner by reason of the negligent acts, errors <br />or omissions or violations of law by SCAG or its employees and agents in connection with its <br />activities in pursuing the Project or under this MOU. <br />12. Records Retention and 'Audits <br />a. CITY shall maintain all source documents, books and records connected with the Project and. <br />procurement of the Consultant and all, work performed under this N40U fora minimum of <br />four (4) years. from the Completion Date or the date an audit resolution is achieved for each <br />annual SCAG Overall Work Program (OWP), whichever is later, and shall make all <br />supporting information available upon request for inspection and audit by representatives of <br />SCAG, the California State Auditor, or other authorized government agency. Copies shall be <br />made and furnished by SCAG upon request at no cost to SCAG.,. <br />b. SCAG shall maintain all source documents, books and records connected with the Project <br />under this MOU for a minimum of four (4) years from the Completion Date or the date an <br />audit resolution is achieved for each annual SCAG OWP, and shall make all supporting <br />'information available upon request for inspection and audit by representatives of CITY, the <br />California State. Auditor, or other authorized government agency. Copies shall be made and <br />furnished by CITY upon request at no cost to the CITY. <br />c. CITY shall establish and maintain an accounting system conforming to Generally Accepted <br />Accounting Principles (GAAP) to support Invoices which segregate and accumulate the costs <br />of work elements by line item and produce Progress Reports which. clearly .identify <br />reimbursable costs and other expenditures by OWP work elements. <br />d. If applicable, CITY agrees to include all costs associated with this MOU and any <br />amendments thereto to be examined in the annual audit and in the schedule of activities to be. <br />examined under a, single audit -prepared by CITY in compliance with Subpart "F of the Offce <br />of Management; and Budget's Uniform Grant Guidance, formerly referred to as Circular A- <br />133. The CITY is responsible for assuring that the Single Auditor has reviewed the <br />requirements of this MOU. Copies of said audits shall besubmitted to SCAG. <br />December 11, 2017 <br />Page 7 <br />25M-11 <br />