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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />3 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />16 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />MEMORANDUM OF UNDERSTANDING NO. C-0-2700 <br />Notwithstanding the foregoing, such obligation to defend, hold harmless, and indemnify OCTA, its <br />officers, directors, employees and agents shall not apply to such claims or liabilities arising from the sole <br />or active negligence or willful misconduct of OCTA. <br />10. OCTA shall indemnify, defend, and hold harmless CITY, its officers, directors, employees <br />and agents from and against any and all claims (including attorneys' fees and reasonable expenses for <br />litigation or settlement) for any loss, costs, penalties, fines, damages, bodily injuries, including death, <br />damage to or loss of use of property, arising out of, resulting from, or in connection with the performance <br />of OCTA, its officers, directors, employees, agents, subconsultants or suppliers under the MOU. <br />Notwithstanding the foregoing, such obligation to defend, hold harmless, and indemnify CITY, its officers, <br />directors, employees and agents shall not applyto such claims or liabilities arising from the sole or active <br />negligence or willful misconduct of CITY. <br />11. Indemnification obligations of this MOU shall survive its expiration or termination. <br />12, Either PARTY shall be excused from performing its obligations under this MOU during the <br />time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, <br />including but not limited to: any incidence of fire, flood; acts of God; commandeering of material, <br />products, plants or facilities by federal, state or local government; national fuel shortage; pandemic; or a <br />material act or omission by any other PARTY; when satisfactory evidence of such cause is presented to <br />the other agencies, and provided further such nonperformance is unforeseeable, beyond the control and <br />is not due to the fault or negligence of the PARTY not performing. <br />13. This MOU shall continue in full force and effectthrough March 31, 2022, unless terminated <br />earlier by OCTA or CITY. Termination by either PARTY may occur at any time, with a written notice to <br />the other PARTY with or without cause, and be effective immediately <br />14. The term of this MOU may only be extended upon mutual written consent by both PARTIES. <br />ARTICLE 5. IT IS MUTUALLY UNDERSTOOD AND AGREED: <br />All notices hereunder and communications regarding the interpretation of the terms of this MOU, <br />or changes thereto, shall be effected by delivery of said notices in person or by depositing <br />Page 5 of 7 <br />