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5.A. - Page 19 of 29
<br />6. District's Accounting Records. The District shall keep records of all Project
<br />work performed and expenses incurred pursuant to this MOU in accordance with government accounting
<br />standards board principles consistently applied, and District shall make all records pertaining to the
<br />Project and District's and its consultants' and contractors' activities performed pursuant to this MOU
<br />available to Cities and County and their respective authorized representatives for inspection during
<br />normal business hours. Cities and County shall be allowed to make copies of any of the foregoing
<br />records. District shall preserve all such records for a period of five (5) years after completion of the
<br />Project.
<br />From time to time prior to the date that is five (5) years after completion of the Project (but not more
<br />than once in any 12 month period), and upon ten (10) days' prior written notice to District, one or more
<br />of the Cities and/or County may cause an audit to be made of the records relating to the Project, and
<br />except as provided in the following paragraph, the costs of such audit shall be paid by the Party or Parties
<br />requesting the audit.
<br />If such audit determines that there has been an overcharge to one or more of the Cities and/or County,
<br />then such overcharge shall become immediately due and payable by District to the applicable City or
<br />Cities and/or County, as applicable. If the aforementioned overcharge is in excess of five percent (5%)
<br />of the amount paid by the applicable City or Cities and/or County, as applicable, and the audit further
<br />determines such overcharge was the result of the District's gross negligence or willfulness, the District
<br />shall also pay to the applicable City or Cities and/or County, as applicable, the cost of the audit in
<br />addition to any refund of overcharges within thirty (30) days. Subject to the withdrawal provision
<br />provided above in Paragraph 5.13. (Invoicing), District's obligations under this Section 6 shall survive
<br />the expiration or termination of this MOU.
<br />7. City of Redwood City Representations. Redwood City represents and warrants to
<br />the other Parties that, as of the effective date of this MOU, Redwood City has no pending plans or current
<br />intent to modify the Mobile Home District Zoning Ordinance Article or rezone those certain properties
<br />currently operated as the Redwood Mobile Estates and Harbor Village mobile home parks located
<br />between Douglas Court and Haven Avenue. Nothing herein shall be deemed to limit or restrict the
<br />ability of any future City of Redwood City City Council in the exercise of its land use regulatory police
<br />powers.
<br />8. General Provisions.
<br />A. Indemnification. Pursuant to Government Code Section 895.4, each Party
<br />agrees to fully indemnify, defend, and hold the other Parties (including its appointed and elected
<br />officials, officers, employees, and agents) harmless and free from any damage or liability imposed for
<br />injury (as defined by Government Code Section 810.8) occurring by reason of the negligent acts or
<br />omissions or willful misconduct of the indemnifying Party, its appointed or elected officials, officers,
<br />employees, or agents, under or in connection with any work, authority, or jurisdiction delegated to such
<br />Party under this MOU. No Party, nor any appointed or elected official, officer, employee, or agent
<br />thereof, shall be responsible for any damage or liability occurring by reason of the negligent acts or
<br />omissions or willful misconduct of any other Party, its appointed or elected officials, officers,
<br />employees, or agents, under or in connection, with any work, authority, or jurisdiction delegated to such
<br />other Party under this MOU. The District, while conducting its activites set forth above in 4.A. (District
<br />as Lead Agency), and Redwood City, while conducting its Operation and Maintenance activites set forth
<br />above in Paragraph 4.E. (Mitigation Activities), shall each procure, carry, and maintain, in full force and
<br />effect, at all applicable times during the term of this MOU, such insurance and bonds to protect the
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<br />ATTY/AGR.2020.270/FSLRRD, Atherton, Menlo Park and County (MEMORANDUM OF UNDERSTANDING) (Page 6 of 15)
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