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COOPERATIVE AGREEMENT NO. C-8-0862
<br />ARTICLE 8. INDEMNIFICATION AND INSURANCE
<br />A. AUTHORITY shall defend, indemnify, and hold harmless the CITY, its officers,
<br />agents, elected officials, and employees, from all liability, claims, losses and demands,
<br />including defense costs and reasonable attorneys' fees, whether resulting from court action or
<br />otherwise, arising out of the acts or omissions of AUTHORITY, its officers, agents, or
<br />employees, in the performance of the AGREEMENT, excepting acts or omissions directed by
<br />the CITY, its officers, agents, or employees, acting within the scope of their employment, for
<br />which the CITY agrees to defend and indemnify AUTHORITY in a like manner. CITY shall
<br />defend, indemnify and hold harmless the AUTHORITY, its officers, agents, elected officials,
<br />and employees, from all liability, claims, losses and demands, including defense costs and
<br />reasonable attorneys' fees, whether resulting from court action or otherwise, arising out of the
<br />acts or omissions of the CITY, its officers, agents, or employees, in the performance of the
<br />AGREEMENT, excepting acts or omissions directed by the AUTHORITY, its officers, agents, or
<br />employees, acting within the scope of their employment, for which the AUTHORITY agrees to
<br />defend and indemnify AUTHORITY in a like manner. This indemnity shall survive even after
<br />the termination of this AGREEMENT.
<br />B. CITY shall defend, indemnify, and hold harmless the SCRRA and its member
<br />agencies, including the AUTHORITY, as well as their respective board members, officers,
<br />agents, volunteers, contractors and employees (SCRRA indemnities) from any and all liability,
<br />loss, expense (including reasonable attorneys' fees and other defense costs), demands, suits,
<br />liens, damages, costs, claims, including but not limited to claims for bodily injury, death,
<br />personal injury, or property damage, that are incurred by or asserted against the SCRRA
<br />indemnities arising out of or connected with any negligent acts or omissions on the part of the
<br />CITY, its council, officers, agents, contractors, or employees under or in connection with any
<br />work, authority or jurisdiction delegated to the CITY related to establishment and operation of a
<br />Quiet Zone at arail-highway grade crossings. This indemnity shall survive even after the
<br />Last Revision 10/16/08 Page 10 of 15
<br />25B-13
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