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13 <br /> time. PFPC shall keep and preserve all books and accounting records for at least three <br /> (3) years following each Fiscal Year, including Operating Revenues and Operating <br /> Expenses for such period. In addition, on or before ninety (90) days following each Fiscal <br /> Year for which PFPC is managing the Facility hereunder, PFPC shall furnish to the County <br /> a balance sheet, a statement of profit or loss, and a statement of cash flows for the Facility <br /> for the preceding Fiscal Year, prepared in accordance with generally accepted United <br /> States accounting principles to be audited by the County's independent auditor or other <br /> independent auditor chosen by the County. The audit shall contain an opinion expressed <br /> by the independent auditor of the accuracy of financial records kept by PFPC. The audit <br /> shall also provide a certification of Operating Revenues and Operating Expenses as <br /> defined in this Agreement for such Fiscal Year. The costs of such audit shall be borne by <br /> the County. <br /> 6.2 Other Records and Documents. <br /> PFPC shall provide all other records and documents, including minutes of the governing <br /> body, requested by County. Such documentation should be provided within thirty (30) <br /> days of County's request. Privileged communications and confidential personnel <br /> information are not subject to this requirement. <br /> 7. Indemnification and Insurance. <br /> 7.1 Indemnification. <br /> (a) PFPC SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE COUNTY AND <br /> ITS OFFICIALS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, <br /> SUCCESSORS, AND ASSIGNS AGAINST ANY CLAIMS, CAUSES OF ACTION, <br /> COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) LIABILITIES, <br /> OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY (1) NEGLIGENT <br /> ACT, GROSSLY NEGLIGENT ACT OR OMISSION, OR WILLFUL MISCONDUCT, ON <br /> THE PART OF PFPC OR ANY OF ITS EMPLOYEES, OFFICERS, OR AGENTS IN THE <br /> PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT; (11) BREACH <br /> BY PFPC OF ANY OF ITS REPRESENTATIONS, COVENANTS OR AGREEMENTS <br /> MADE HEREIN; OR (11) THE ACTS OR OMISSIONS OF ANY GUESTS OR INVITEES <br /> OF PFPC. <br /> (b) The County shall, to the extent permitted by North Carolina law, and with respect to <br /> personal injury liability and property damage liability, to the extent covered by liability <br /> insurance maintained by the County from time to time, indemnify and hold harmless <br /> PFPC, its partners, officers, agents and employees from and against any claims, causes <br /> of action, costs, liabilities, or damages (for purposes of this subsection "Losses") arising <br /> from (i) a material default or breach by the County of its obligations specified herein, (ii) <br /> any known or apparent structural defect with respect to the Facility so long as County has <br /> been notified in writing of same by PFPC, save and except structural defects caused by <br /> the negligence or willful conduct of PFPC, its guests, or invitees, and (iii) any act or <br /> omission carried out by PFPC at the specific written direction or written instruction of the <br /> 9 <br />