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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <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 />COOPERATIVE AGREEMENT NO. C-3-2323 <br />employees or agents in 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 or <br />II termination. <br />ARTICLE 10. TERM <br />Beginning on the Effective Date, this Agreement shall be operative for a period of fifty (50) years <br />(the "Initial Term"), subject to earlier termination as provided by Article 11. AUTHORITY may, in its <br />discretion, extend this Agreement upon the same terms and conditions existing at the time of such <br />extension for an additional term of up to twenty (20) years ("Extended Term"). To exercise its right to the <br />Extended Term, the AUTHORITY shall provide written notice to the CITY no later than twenty-four (24) <br />months prior to the expiration of the Initial Term. For any period beyond the Extended Term, this <br />Agreement may be extended by mutual consent of the Parties at any time prior to the expiration of the <br />Extended Term, to the extent permitted by law. <br />ARTICLE 11. TERMINATION <br />A. This Agreement may not be terminated by either Party for convenience. <br />B. This Agreement shall be subject to termination at the option of the CITY and by written notice <br />delivered to the AUTHORITY upon the occurrence of any of the following events: <br />(i) The Use Agreement is terminated; <br />(ii) The AUTHORITY abandons the Occupied City ROW, or expressly disavow the Authority <br />Use Rights; or <br />(iii) The AUTHORITY discontinues regular System operations for a consecutive period of one (1) <br />year consistent with this Agreement and requirements of the Federal Transit Administration, <br />provided any such discontinuance is not caused by Force Majeure as described in Article 12, <br />paragraph E or for other reasons outside the AUTHORITY's reasonable control. <br />C. The AUTHORITY may terminate this Agreement if the AUTHORITY determines, upon <br />reasonable notice to and concurrence by the CITY, that the System is not a viable mode of transportation <br />1 <br />Page 10 of 14 <br />