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COOPERATIVE AGREEMENT NO. C-3-2323 <br /> 1 employees or agents in connection with or arising out of the performance of this Agreement. <br /> 2 C. The indemnification and defense obligations of this Agreement shall survive its expiration or <br /> 3 termination. <br /> 4 ARTICLE 10. TERM <br /> 5 Beginning on the Effective Date, this Agreement shall be operative for a period of fifty (50) years <br /> 6 (the "Initial Term"), subject to earlier termination as provided by Article 11. AUTHORITY may, in its <br /> 7 discretion, extend this Agreement upon the same terms and conditions existing at the time of such <br /> 8 extension for an additional term of up to twenty (20) years ("Extended Term"). To exercise its right to the <br /> 9 Extended Term, the AUTHORITY shall provide written notice to the CITY no later than twenty-four (24) <br /> 10 months prior to the expiration of the Initial Term. For any period beyond the Extended Term, this <br /> 11 Agreement may be extended by mutual consent of the Parties at any time prior to the expiration of the <br /> 12 Extended Term, to the extent permitted by law. <br /> 13 ARTICLE 11. TERMINATION <br /> 14 A. This Agreement may not be terminated by either Party for convenience. <br /> 15 B. This Agreement shall be subject to termination at the option of the CITY and by written notice <br /> 16 delivered to the AUTHORITY upon the occurrence of any of the following events: <br /> 17 (i) The Use Agreement is terminated; <br /> 18 (ii) The AUTHORITY abandons the Occupied City ROW, or expressly disavow the Authority <br /> 19 Use Rights; or <br /> 20 (iii) The AUTHORITY discontinues regular System operations for a consecutive period of one (1) <br /> 21 year consistent with this Agreement and requirements of the Federal Transit Administration, <br /> 22 provided any such discontinuance is not caused by Force Majeure as described in Article 12, <br /> 23 paragraph E or for other reasons outside the AUTHORITY's reasonable control. <br /> 24 C. The AUTHORITY may terminate this Agreement if the AUTHORITY determines, upon <br /> 25 reasonable notice to and concurrence by the CITY, that the System is not a viable mode of transportation <br /> 26 / <br /> Page 10 of 14 <br />