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c. Proposed changes to <strong>Cornelius</strong> Fire Department procedures will be reviewed with the<br />
<strong>Cornelius</strong> <strong>City</strong> Manager.<br />
d. The <strong>Cornelius</strong> <strong>City</strong> Manager will consult with the <strong>City</strong> <strong>Council</strong> and Rural Fire<br />
District Board as necessary to keep them apprised as to the progress of the<br />
relationship envisioned by this Agreement.<br />
5. Records<br />
<strong>Cornelius</strong> and Forest Grove will maintain separate fiscal records relating to this<br />
Agreement in accordance with state law and generally accepted public accounting principles.<br />
Each agrees that the other and its authorized representatives will have free access to such<br />
records and to other books, documents, papers, plans and writings relating to this Agreement<br />
to perform examinations and audits, and to make excerpts and transcripts for a period of 3<br />
years.<br />
6. Waiver; No Third Party Beneficiary<br />
The failure of either <strong>City</strong> to enforce any provision of this Agreement does not<br />
constitute a waiver of it or any other provision. <strong>Cornelius</strong> and Forest Grove are the only<br />
parties to this Agreement and as such are the only parties entitled to enforce its terms.<br />
Nothing in this Agreement gives or shall be construed to give or provide any benefit (direct,<br />
indirect or otherwise) to any third party.<br />
7. Compliance with Laws<br />
<strong>Cornelius</strong> and Forest Grove will comply with all applicable laws in performing their<br />
obligations under this Agreement.<br />
8. Hold Harmless and Indemnification<br />
<strong>Cornelius</strong> and Forest Grove each agree to defend, indemnify and hold harmless the other,<br />
their respective officers, employees, agents against any and all claims arising from any<br />
act(s) relating to services described in this Agreement.<br />
9. Dispute Resolution<br />
<strong>Cornelius</strong> and Forest Grove agree to make good faith efforts to informally resolve any<br />
dispute relating to this Agreement. Any dispute or claim that arises out of or that relates to<br />
this agreement, or to the interpretation or breach thereof, or to the existence, scope, or<br />
validity of this Agreement shall be resolved by arbitration in accordance with the then<br />
effective arbitration rules of (and by filing a claim with) Arbitration Service of Portland, Inc.,<br />
and judgment upon the award rendered pursuant to such arbitration may be entered in any<br />
court having jurisdiction thereof.<br />
{00117818; 2 }Page 3<br />
Forest Grove-<strong>Cornelius</strong> Fire IGA
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