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<br />COOPERATIVE AGREEMENT NO. C-1-3698
<br />FIRST STREET / BOLSA AVENUE RTSSP PROJECT
<br />AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above
<br />provision with respect to audits shall extend to and/or be included in contracts with PARTICIPATING
<br />AGENCIES' contractor.
<br />ARTICLE 8. INDEMNIFICATION
<br />A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend
<br />(at PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to
<br />AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, and its 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 (PARTICIPATING AGENCIES' employees
<br />included), for damage to property, including property owned by AUTHORITY, or from any violation of any
<br />federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful
<br />misconduct of PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection
<br />with or arising out of the performance of this Agreement.
<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.
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