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<br /> (c). The Company acknowledges and agrees that, with regard to the Grant funds, it will be subject to
<br /> and comply with audit and reporting requirements as required herein.
<br /> (d). Within thirty(30) days after the Termination Date,the Company shall submit a final report to
<br /> County describing the activities and accomplishments of the Project. The final report shall include a
<br /> review of performance and activities over the entire Project period.
<br /> (e). The Company grants the County and any of its authorized representatives,at all reasonable
<br /> times and as often as necessary(including after the Termination Date), access to and the right to
<br /> inspect, copy, monitor, and examine all of the books, papers, records and other documents relating to
<br /> the Grant Agreement or the Project. County shall maintain confidentiality with regard to such books,
<br /> papers, records, and other documents,except that Company acknowledges same may be released and
<br /> provided to the State upon request by the State.
<br /> 8. Termination; Availability of Funds.
<br /> (a). If the Company fails to fulfill in a timely and proper manner its obligations or violates any of the
<br /> covenants or stipulations under this Grant Agreement,the Company agrees that County has the right to
<br /> terminate this Grant Agreement. Upon such termination, County shall have no responsibility to make
<br /> additional Grant payments. Upon such termination, the Company shall not expend any Grant funds
<br /> (including Loan funds)without County's express written authorization and shall return all unspent Grant
<br /> funds to County upon demand.
<br /> (b). The obligations of the County to pay any amounts under this Grant Agreement are contingent
<br /> upon the availability of and disbursal by the State of the Grant funds for the Project. If funds for the
<br /> Grant become unavailable,the Company agrees that County has the right to terminate this Grant
<br /> Agreement by giving written notice specifying the Termination Date,which County shall determine in its
<br /> sole discretion, Upon such termination,the County shall have no responsibility to make additional Grant
<br /> payments. Further, upon such termination,the Company shall not expend any Grant funds without
<br /> County's express written authorization and shall return all unspent Grant funds to County upon demand.
<br /> 9. Indemnification.
<br /> (a). The Company hereby agrees to release, indemnify and hold harmless the County and its
<br /> respective members, officers, directors, employees, agents, and attorneys (together,the "Indemnified
<br /> Parties"),from any claims of third parties in connection with the performance of this Grant Agreement
<br /> and for all losses arising from its implementation. Without limiting the foregoing,the Company hereby
<br /> releases the Indemnified Parties from, and agrees that such Indemnified Parties are not liable for, and
<br /> agrees to indemnify and hold harmless the Indemnified Parties against, any and all liability or loss,cost
<br /> or expense, including, without limitation, reasonable attorneys'fees, fines, penalties and civil
<br /> judgments, resulting from or arising out of or in connection with or pertaining to, any loss or damage to
<br /> property or any injury to or death of any person occurring in connection with the Project, or resulting
<br /> from any defect in the fixtures, machinery, equipment or other property used in connection with the
<br /> Project or arising out of, pertaining to, or having any connection with,the Project or the financing
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