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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />s <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 />MEMORANDUM OF UNDERSTANDING NO. C-1-3289 <br />ARTICLE B. INDEMNIFICATION: <br />A. Each PARTY shall indemnify, defend and hold harmless all other PARTIES, and their <br />respective officers, directors, employees and agents from and against any and all claims (including <br />attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily <br />injuries, including death, worker's compensation subrogation claims, or damage to or loss of use of <br />property, arising from the negligent acts, omissions or willful misconduct by any PARTY, its officers, <br />directors, employees or agents in connection with or arising out of the performance of this MOU. <br />B. Indemnification and defense obligations of this MOU shall survive its expiration or <br />termination. <br />ARTICLE 9. ADDITIONAL PROVISIONS <br />PARTIES agree to the following: <br />A. Term of MOU: This MOU shall continue in full force and effect through <br />December 31, 2045, unless terminated earlier by mutual written consent by all PARTIES to this MOU. <br />B. Termination: In the event any PARTY defaults in the performance of its obligations under <br />this MOU or breaches any of the provisions of this MOU, the non -defaulting PARTIES shall have the <br />option to terminate this MOU upon thirty (30) days' priorwritten notice to the other PARTIES. <br />C. Termination for Convenience: Any PARTY may terminate this MOU for its convenience <br />by providing thirty (30) days' prior written notice of its intent to terminate for convenience to the other <br />PARTIES. <br />D. This MOU may only be amended in writing at any time by the consent of all PARTIES. <br />No amendment shall have any force or effect unless executed in writing by all PARTIES. <br />E. PARTIES shall comply with all applicable federal, state, and local laws, statues, <br />ordinances and regulations in the performance of this MOU. <br />F. Successors in Interest: This MOU shall be binding upon and shall inure to the benefit of <br />PARTIES hereto and their respective heirs, personal representatives, successors, and assigns. <br />G. Litigation Fees: Should litigation arise out of this MOU for the performance thereof, the <br />court shall award costs and expenses, including attorney's fees, to the prevailing PARTY. <br />Page 11 of 16 <br />