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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />COOPERATIVE AGREEMENT NO. C-0.2039 <br />WARNER AVENUE — RTSSP <br />B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole <br />cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify, <br />protect, and hold harmless PARTICIPATING AGENCIES, including their officers, directors, employees, <br />and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, <br />claims, demands, losses, costs, Judgments, arbitration awards, settlements, damages, demands, orders, <br />penalties, and expenses Including legal costs and attorney fees (collectively "Claims"), Including but not <br />limited to Claims arising from Injuries to or death of persons (AUTHORITY's employees Included), for <br />damage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of <br />any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or <br />willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising <br />out of the performance of this Agreement, <br />C. The Indemnification and defense obligations of this Agreement shall survive Its expiration <br />or termination. <br />2025. <br />ARTICLE 9. ADDITIONAL PROVISIONS <br />A. Term of Agreement: This Agreement shall be in full force and effect through June 30,. <br />B. Amendment: This Agreement may be extended or amended 1n writing at any time by the <br />mutual consent of all Parties and AUTHORITY. No amendment shall have any force or effect unless <br />executed in writing by all Parties and AUTHORITY. <br />C. Termination: In the event any Parry defaults In the performance of their respective <br />obligations under this Agreement or breaches any of the provisions of this Agreement, a non defaulting <br />Party(s) shall have the option to terminate this Agreement upon thirty (30) calendar days prior written <br />notice to the Party In default. <br />O. Termination for Convenience: Either Party may terminate this Agreement for its <br />convenience by providing thirty (30) calendar days prior written notice of its intent to terminate for <br />convenience to the other party. <br />Page 9 of 14 <br />L:1Camm\CLERICAL\WORDIPROC%GREEWG020$9 <br />