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Cooperative Agreement for Project No. 174-46008 <br />1 AGENCIES and FULLERTON warrant that in the performance of this AGREEMENT, each shall comply <br />2 with all applicable federal, state and local laws, statutes and ordinances and all lawful orders, rules and <br />3 regulations promulgated there under. <br />4 5. Each PARTY agrees to defend, indemnify and hold harmless the other PARTIES, their officers, <br />5 agents, elected officials and employees from all liability, claims, losses and demands, including defense <br />6 costs and reasonable attorneys' fees, whether resulting from court action or otherwise, arising out of the <br />7 negligent acts or omissions of the defending PARTY, its officers, agents, or employees, in the performance <br />8 of this AGREEMENT. When negligent acts or omissions of one PARTY are directed by another PARTY, <br />9 the PARTY directing the negligent acts or omissions shall owe this defense and indemnity obligation to the <br />10 PARTY following the directions. The provisions of this paragraph shall survive the termination of this <br />11 AGREEMENT. <br />12 6. Each PARTY shall be excused from performing its obligations under this AGREEMENT during <br />13 the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its <br />14 control, including but not limited to: any incidence of fire; flood; acts of God; commandeering of material, <br />15 products, plants or facilities by federal, state or local government; national fuel shortage; or a material act <br />16 of omission by any PARTY; when satisfactory evidence of such cause is presented to the other PARTIES, <br />17 and provided further such nonperformance is unforeseeable, beyond the control and is not due to the fault <br />18 or negligence of the PARTY not performing. <br />19 7. Any notice sent by first class mail, postage paid, to the address and addressee, shall be deemed <br />20 to have been given when in the ordinary course it would be delivered. The representatives of the PARTIES <br />21 who are primarily responsible for the administration of this AGREEMENT, and to whom notices, demands <br />22 and communications shall be given are as follows: <br />23 / <br />24 / <br />25 / <br />26 / <br />27 / <br />Page 6 of 13 <br />25C-8