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COOPERATIVE AGREEMENT NO. C-8-1804 <br />MAIN STREET — RTSSP <br />1 limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES' employees <br />2 included), for damage to property, including property owned by AUTHORITY, orfrom any violation of any <br />3 federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful <br />4 misconduct of PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection <br />5 with or arising out of the performance of this Agreement. <br />6 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole <br />7 cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify, <br />8 protect, and hold harmless PARTICIPATING AGENCIES, including their officers, directors, employees, <br />9 and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, <br />10 claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, <br />11 penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not <br />12 limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for <br />13 damage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of <br />14 any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or <br />15 willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising <br />16 out of the performance of this Agreement. <br />17 C. The indemnification and defense obligations of this Agreement shall survive its expiration <br />18 or termination. <br />19 ARTICLE 9. ADDITIONAL PROVISIONS <br />20 A. Term of Agreement: This Agreement shall be in full force and effect through December <br />21 31, 2023. <br />22 B. Amendment: This Agreement may be extended or amended in writing at any time by the <br />23 mutual consent of all Parties and AUTHORITY. No amendment shall have any force or effect unless <br />24 executed in writing by all Parties and AUTHORITY. <br />25 C. Termination: In the event any Party defaults in the performance of their respective <br />26 obligations under this Agreement or breaches any of the provisions of this Agreement, a non-defaulting <br />Page 9 of 15 <br />L:1Camm1CLERiCAL\W 4RDPROCWGREE'u1G81800.docx <br />