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AGREEMENT NO. C-1-2486 <br />1 extend to all first-tier subcontractors. CITY shall permit any of the foregoing parties to reproduce <br />2 documents by any means whatsoever or to copy excerpts and transcriptions as reasonably necessary. <br />3 ARTICLE 9. TERMINATION <br />4 AUTHORITY or CITY may, for its own convenience, terminate this Agreement at any time in <br />5 whole or in part by giving the other PARTY written notice thereof of not less than ninety (90) days in <br />6 advance of the specified date of termination. <br />7 ARTICLE 10. INDEMNIFICATION <br />8 A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, <br />9 employees and agents from and against any and all claims (including attorney's fees and <br />10 reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including <br />11 death, damage to or loss of use of property caused by the negligent acts, omissions, or willful <br />12 misconduct by CITY, its officers, directors, employees, agents, subcontractors or suppliers in <br />13 connection with or arising out of the performance of this Cooperative Agreement . <br />14 B. CITY shall maintain adequate levels of Insurance, or self-insurance to assure full <br />15 indemnification of AUTHORITY. <br />16 ARTICLE 11. ALCOHOL AND DRUG POLICY <br />17 A. CITY agrees to establish and implement an alcohol and drug program that complies with <br />18 41 U.S,C. sections 701-707, (the Drug Free Workplace Act of 1988), which is attached to this <br />19 Agreement as Exhibit D. CITY agrees to produce any documentation necessary to establish its <br />20 compliance with sections 701-707. <br />21 B. Failure to comply with this Article may result in nonpayment or termination of this <br />22 Agreement. <br />23 ARTICLE 11. CONFLICT OF INTEREST <br />24 CITY agrees to avoid organizational conflicts of interest. An organizational conflict of interest <br />25 means that due to other activities, relationships or contracts, CITY is unable, or potentially unable to <br />26 render impartial assistance or advice to AUTHORITY; CITY's objectivity in performing the work <br />Page 7 of 9 <br />L:\Camm1CLERICALIWORDPROCIAGREE1AG12486.docx25J-1 0