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3 <br />4. RECORDS AND REPORTS. <br />4.1 Records. The CDA shall maintain complete and accurate records of funds <br />received and all disbursements. <br />4.2 Reports. Unless otherwise mutually agreed by the Parties, the CDA shall <br />prepare an annual update to the City concerning progress under the <br />Agreement. <br />4.3 Access to Records. The CDA agrees to provide the City, the designated <br />auditors, or any of their authorized representatives access to any books, <br />documents, papers, and records of the CDA which are directly pertinent to <br />this Agreement for the purposes of making audits, examinations, excerpts, <br />and transcriptions. <br />4.4 Record Retention. Pursuant to Minnesota Statutes, Section 16C.05, subd.5, <br />Minnesota Statutes, Section 16B.98, subd. 8 and applicable requirements, <br />the CDA shall maintain records under this Agreement for a minimum of six <br />(6) years from the end of this Agreement. <br />5. INDEMNIFICATION. <br />5.1 The CDA agrees to hold harmless, indemnify, and defend the City, its <br />officials, agents, and employees against any and all third-party claims of <br />whatever nature, expenses (including attorneys’ fees), losses, damages or <br />lawsuits for damages that arise as a result of the willful misconduct, <br />negligent acts, errors, and/or omissions of the CDA in the performance of <br />this Agreement. <br />5.2 Nothing in this Agreement (including, but not limited to, indemnification or <br />insurance provisions) shall be deemed a waiver by either Party of the limits <br />of liability set forth in Minnesota Statutes, Section 466.04 or a waiver of any <br />available immunities or defenses. The CDA’s obligation to hold and save <br />harmless in this Agreement shall be limited by the limitations on liability set <br />forth in Minnesota Statutes, Section 466.04, as may be amended from time <br />to time. <br />5.3 The CDA shall notify the City within five (5) business days of actual receipt <br />of any of the potential claims against the CDA that may arise as a <br />consequence of any of the work or services performed or furnished by the <br />CDA under the terms of this Agreement. <br />6. TERMINATION. If the CDA materially fails to fulfill its obligations under this <br />Agreement, the City may suspend or terminate this Agreement upon written notice <br />to the CDA specifying the reason for termination.