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COOPERATIVE AGREEMENT NO. C-3-2433
<br />COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT
<br />1 demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"),
<br />2 including but not limited to Claims arising from injuries to or death of persons (PARTICIPATING
<br />3 AGENCY's employees included), for damage to property, including property owned by the AUTHORITY,
<br />4 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent
<br />5 acts, omissions or willful misconduct of the PARTICIPATING AGENCY, its officers, directors, employees
<br />6 or agents in connection with or arising out of the performance of this Agreement.
<br />7 B. To the fullest extent permitted by law, the AUTHORITY shall defend (at the AUTHORITY's
<br />8 sole cost and expense with legal counsel reasonably acceptable to the PARTICIPATING AGENCY),
<br />9 indemnify, protect, and hold harmless the PARTICIPATING AGENCY, including their officers, directors,
<br />10 employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities,
<br />11 actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages,
<br />12 demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"),
<br />13 including but not limited to Claims arising from injuries to or death of persons (AUTHORITY's employees
<br />14 included), for damage to property, including property owned by the PARTICIPATING AGENCY, or from
<br />15 any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts,
<br />16 omissions or willful misconduct of the AUTHORITY, its officers, directors, employees or agents in
<br />17 connection with or arising out of the performance of this Agreement.
<br />18 C. The indemnification and defense obligations of this Agreement shall survive its expiration
<br />19 or termination.
<br />20 ARTICLE 8. ADDITIONAL PROVISIONS
<br />21 A. Term of Agreement: This Agreement shall be in full force and effect from the Effective
<br />22 Date through December 31, 2028.
<br />23 B. Amendment: This Agreement may be extended or amended in writing at any time by the
<br />24 mutual consent of both Parties. No amendment shall have any force or effect unless executed in writing
<br />25 by all Parties.
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