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COOPERATIVE AGREEMENT NO. C-5-3589 <br />WESTMINSTER AVENUE 117TH STREET - RTSSP <br />1 demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, <br />2 penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not <br />3 limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for <br />4 damage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of <br />5 any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or <br />6 willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising <br />7 out of the performance of this Agreement, <br />a C. The indemnification and defense obligations of this Agreement shall survive its expiration <br />9 or termination. <br />10 ARTICLE 9. ADDITIONAL PROVISIONS <br />11 A. Term of Acireement: This Agreement shall be in full force and effect through <br />12 20—. <br />13 B. Amendment: This Agreement may be extended or amended in writing at any time by the <br />14 mutual consent of all Parties and AUTHORITY. No amendment shall have any force or effect unless <br />15 executed in writing by all Parties and AUTHORITY, <br />16 C. Termination: In the event any Party defaults in the performance of their respective <br />17 obligations under this Agreement or breaches any of the provisions of this Agreement, a non -defaulting <br />18 Party(s) shall have the option to terminate this Agreement upon thirty (30) calendar days prior written <br />19 notice to the Party in default, <br />20 D. Termination for Convenience: Either Party may terminate this Agreement for its <br />21 convenience by providing thirty (30) calendar days prior written notice of its intent to terminate for <br />22 convenience to the other Party. <br />23 E. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, <br />24 state, and local laws, statues, ordinances and regulations of any governmental authority having <br />25 jurisdiction over the PROJECT. <br />26 <br />Page 9 of 18 <br />