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1 <br />2 <br />3 <br />4 <br />s <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />1s <br />16 <br />17 <br />1s <br />19 <br />20 <br />21. <br />22 <br />23 <br />24 <br />2s <br />26 <br />COOPERATIVE AGREEMENT NO. C-7-1861 <br />ARTICLE S. DELEGATED AUTHORITY <br />The actions required to be taken by CITY in the implementation of this Cooperative Agreement <br />are delegated to its Public Works Director, or designee, and the actions required to be taken by <br />AUTHORITY in the implementation of this Cooperative Agreement are delegated to AUTHORITY's <br />Chief Executive Officer, or designee. <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 AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, and <br />other data and records of CITY for a period of four (4) years after final payment, or until any on-going <br />audit is completed. For the purposes of audit, the date of completion of this Cooperative Agreement <br />shall be the date of Caltrans' payment of CITY's final billing (so noted on the invoice) under this <br />Cooperative Agreement. AUTHORITY shall have the right to reproduce any such books, records, and <br />accounts. The above provision with respect to audits shall extend to and/or be included in construction <br />contracts with CITY's contractor(s). <br />ARTICLE 7. INDEMNIFICATION <br />A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, <br />employees and agents from and against any and all claims (including attorney's fees and reasonable <br />expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's <br />compensation subrogation claims, damage to or loss of use of property alleged to be caused by the <br />negligent acts or, omissions, or willful misconduct, by CITY, its officers, directors, employees or agents <br />in connection with or arising out of the performance of this Cooperative Agreement. <br />B. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors, <br />employees and agents from and against any and all claims (including attorney's fees and reasonable <br />expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's <br />compensation subrogation claims, damage to or loss of use of property alleged to be caused by the <br />Page 7 of 11 <br />L\Cam m\CLE RI CAL\W ORDP ROC\AGREE\AG 71661. d ocx <br />