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COOPERATIVE AGREEMENT NO. C-0.2037 <br />EDINGER AVENUE RTSSP <br />and agents (collectively the 'indemnified Partles"), from and against any and all liabilities, actions, suits, <br />2 claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, <br />3 penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not <br />4 limited to Claims arising from injuries to or death of ,persons (AUTHORITY's employees included), for <br />5 damage to property, Including property owned by PARTICIPATING AGENCIES, or from any violation of <br />6 any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or <br />7 willful misconduct of AUTHORITY, its officers, directors, employees or agents In connection with or arising <br />5 out of the performance of this Agreement. <br />9 C. The indemnification and defense obligations of this Agreement shall survive Its expiration <br />10 or termination. <br />11 I) ARTICLE 9. ADDITIONAL PROVISIONS <br />12 A. Term of Agreement: This Agreement shall be in full force and effect through June 30, <br />13 LI 2025. <br />14 B. Amendment: This Agreement may be extended or amended In writing at any time by the <br />15 mutual consent of all Parties and AUTHORITY. No amendment shall have any force or effect unless <br />16 executed in writing by all Parties and AUTHORITY. <br />17 C. Termination: In the event any Party defaults in the performance of their respective <br />18 obligations under this Agreement or breaches any of the provisions of this Agreement, a non -defaulting <br />19 Party(s) shall have the option to terminate this Agreement upon thirty (30) calendar days prior written <br />20 notice to the Party In default. <br />21 D. Termination for Conyenlenog: Either Party may terminate this Agreement for its <br />22 convenience by providing thirty (30) calendar days prior written notice of its Intent to terminate for <br />23 convenience to the other Party. <br />24 II E. Compliarice: AUTHORITY and PARTICIPATING AGENCIES shall comply with all <br />25 II applicable federal, state, and local laws, statues, ordinances and regulations of any governmental <br />26 11 authority having jurisdiction over the PROJECT. <br />Page 9 of 15 <br />L:lCammIOLERIGAL1wORD%PROC WGREE%AG2037 <br />