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attributable to TASC negligence or willful misconduct. <br />C. Each party's indemnification obligations are conditioned on the following: <br />1) If process is served, the indemnified party providing written notice <br />within five (5) business days of receiving service of process <br />regarding an indemnifiable event, <br />2) If the party receiving indemnification is required to make any <br />admission or pay any consideration as part of a settlement, no <br />settlement shall be made without such party's consent, and <br />3) The indemnified party cooperating in the defense and/or settlement <br />of the indemnifiable event. Subject to the limitations set forth in the <br />immediately preceding section of this Agreement, the parties' <br />indemnification obligations hereunder shall survive the termination <br />of this Agreement. <br />11. Records <br />TASC shall keep records and invoices in connection with the work to be performed under <br />this Agreement. TASC shall maintain complete and accurate records with respect to the costs <br />incurred under this Agreement and any services, expenditures, and disbursements charged to the <br />City for a minimum period of three (3) years, or for any longer period required by law, from the <br />date of final payment to TASC under this Agreement. All such records and invoices shall be <br />clearly identifiable. TASC shall allow a representative of the City to examine, audit, and make <br />transcripts or copies of such records and any other documents created pursuant to this Agreement <br />during regular business hours. TASC shall allow inspection of all work, data, documents, <br />proceedings, and activities related to this Agreement for a period of three (3) years from the date <br />12 <br />