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COOPERATIVE AGREEMENT NO. C-3-3023
<br /> HARBOR BOULEVARD CONNECTED CORRIDOR PROJECTS
<br /> 1 provision with respect to audits shall extend to and/or be included in contracts with PARTICIPATING
<br /> 2 AGENCIES' contractor(s).
<br /> 3 ARTICLE 8. INDEMNIFICATION
<br /> 4 A. To the fullest extent permitted by law, PARTICIPATING AGENCIES shall defend (at
<br /> 5 PARTICIPATING AGENCIES' sole cost and expense with legal counsel reasonably acceptable to
<br /> 6 AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, and its officers, directors, employees,
<br /> 7 and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits,
<br /> 8 claims, demands, losses, costs,judgments, arbitration awards, settlements, damages, demands, orders,
<br /> 9 penalties, and expenses including legal costs and attorney fees (collectively"Claims"), including but not
<br /> 10 limited to Claims arising from injuries to or death of persons (PARTICIPATING AGENCIES' employees
<br /> 11 included),for damage to property, including property owned by AUTHORITY,or from any violation of any
<br /> 12 federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful
<br /> 13 misconduct of PARTICIPATING AGENCIES, its officers, directors, employees or agents in connection
<br /> 14 with or arising out of the performance of this Agreement.
<br /> 15 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
<br /> 16 cost and expense with legal counsel reasonably acceptable to PARTICIPATING AGENCIES), indemnify,
<br /> 17 protect, and hold harmless PARTICIPATING AGENCIES, including their officers, directors, employees,
<br /> 18 and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits,
<br /> 19 claims, demands, losses, costs,judgments, arbitration awards, settlements, damages, demands, orders,
<br /> 20 penalties, and expenses including legal costs and attorney fees (collectively"Claims"), including but not
<br /> 21 limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for
<br /> 22 damage to property, including property owned by PARTICIPATING AGENCIES, or from any violation of
<br /> 23 any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or
<br /> 24 willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising
<br /> 25 out of the performance of this Agreement.
<br /> 26
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