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<br />COOPERATIVE AGREEMENT NO. C-3-2433
<br />COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
<br />demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"),
<br />including but not limited to Claims arising from injuries to or death of persons (PARTICIPATING
<br />AGENCY's employees included), for damage to property, including property owned by the AUTHORITY,
<br />or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent
<br />acts, omissions or willful misconduct of the PARTICIPATING AGENCY, its officers, directors, employees
<br />or agents in connection with or arising out of the performance of this Agreement.
<br />B. To the fullest extent permitted by law, the AUTHORITY shall defend (at the AUTHORITY's
<br />sole cost and expense with legal counsel reasonably acceptable to the PARTICIPATING AGENCY),
<br />indemnify, protect, and hold harmless the PARTICIPATING AGENCY, including their officers, directors,
<br />employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities,
<br />actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages,
<br />demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"),
<br />including but not limited to Claims arising from injuries to or death of persons (AUTHORITY's employees
<br />included), for damage to property, including property owned by the PARTICIPATING AGENCY, or from
<br />any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts,
<br />omissions or willful misconduct of the AUTHORITY, its officers, directors, employees or agents in
<br />connection with or arising 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 />ARTICLE 8. ADDITIONAL PROVISIONS
<br />A. Term of Agreement: This Agreement shall be in full force and effect from the Effective
<br />Date through December 31, 2028.
<br />B. Amendment: This Agreement may be extended or amended in writing at any time by the
<br />mutual consent of both Parties. No amendment shall have any force or effect unless executed in writing
<br />by all Parties.
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