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c) The execution, delivery and performance of this Agreement, the Note and any other <br />documents entered into in connection with the Loan (collectively, the "Loan Documents") by <br />Borrower are within the Borrower's powers and have been duly authorized by all necessary action <br />by Borrower; <br />d) The Loan Documents have been duly executed by Borrower, and are legally valid <br />and binding obligations of Borrower, enforceable against Borrower in accordance with their terms, <br />except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or <br />similar laws affecting creditors' rights generally and by general principles of equity; and <br />e) The execution, delivery and performance of the Loan Documents by Borrower will <br />not violate (i) Borrower's articles of incorporation or bylaws; (ii) any legal requirement affecting <br />Borrower or any of' its properties; or (iii) any agreement to which Borrower is bound or to which <br />it is a party and will not result in or require the creation (except as provided in or contemplated by <br />any of the Loan Documents) of any lien upon any of such properties. <br />Section 4. Compliance with California Labor Code. In performing the Improvement <br />Work, Borrower shall comply with all applicable federal, state, and local laws, including, but not <br />limited to, any applicable provisions of the California Labor Code. City makes no representation <br />to Borrower as to whether the Improvement Work constitutes a "Public Work" as that term is <br />defined by California Labor Code section 1720, and Borrower acknowledges and agrees that <br />Borrower shallbe solely responsible and liable for the determination of whether such Improvement <br />Work constitutes a "Public Work." Borrower further acknowledges and agrees that City's sole <br />obligation under this Agreement is to provide Borrower with the Loan, and that City is not an <br />awarding authority for any contract entered into by Borrower for the improvement Work, nor is <br />City otherwise undertaking any "Public Work" for purposes of California Labor Code section 1781. <br />Borrower shall defend, indemnify, and hold harmless City and its elected and appointed officials, <br />officers, and employees from and against any and all losses, damages, costs, claims, causes of <br />action and liability based upon the assertion that City or Borrower has failed to comply with any <br />applicable provision of the California Labor Code inconnection with Borrower's undertaking of <br />the Improvement Work. <br />Section 5. Reporting and Accounting Requirements. <br />a) Borrower shall maintain true, proper, and complete books, records, and accounts <br />(collectively, "Books and Records") in which shall be entered fully and accurately all transactions <br />taken with respect to the Improvement Work and the expenditure of the Loan. Borrower shall <br />maintain the Books and Records in accordance with Generally Accepted Accounting Principles. <br />b) City reserves the right to designate its employee representatives, or its contracted <br />representatives with a Certified Public Accounting firm, who shall have the right to audit <br />Borrower's Books and Records as they relate to the Loan, and to examine any cost, revenue, <br />payment, claim or other records or supporting documentation relating to Borrower's use and <br />expenditure of the Loan. Any such audit shall be undertaken by City or its representatives at <br />mutually agreed upon reasonable times, and in conformance with generally accepted auditing <br />standards. Borrower agrees to fully cooperate with any such audit. <br />2 <br />I:\emo\Agrcemcnts\Museum of Redlands Loan Agreement FY23-0048.docx-ms <br />