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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />AGREEMENT NO. C -1 -2486 <br />extend to all first -tier subcontractors. CITY shall permit any of the foregoing parties to reproduce <br />documents by any means whatsoever or to copy excerpts and transcriptions as reasonably necessary. <br />ARTICLE 9. TERMINATION <br />AUTHORITY or CITY may, for its own convenience, terminate this Agreement at any time in <br />whole or in part by giving the other PARTY written notice thereof of not less than ninety (90) days in <br />advance of the specified date of termination. <br />ARTICLE 10. INDEMNIFICATION <br />A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, <br />employees and agents from and against any and all claims (including attorney's fees and <br />reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including <br />death, damage to or loss of use of property caused by the negligent acts, omissions, or willful <br />misconduct by CITY, its officers, directors, employees, agents, subcontractors or suppliers in <br />connection with or arising out of the performance of this Cooperative Agreement . <br />B. CITY shall maintain adequate levels of Insurance, or self- insurance to assure full <br />indemnification of AUTHORITY. <br />ARTICLE 11. ALCOHOL AND DRUG POLICY <br />A. CITY agrees to establish and implement an alcohol and drug program that complies with <br />41 U.S.C. sections 701 -707, (the Drug Free Workplace Act of 1988), which is attached to this <br />Agreement as Exhibit D. CITY agrees to produce any documentation necessary to establish its <br />compliance with sections 701 -707. <br />B. Failure to comply with this Article may result in nonpayment or termination of this <br />Agreement. <br />ARTICLE 11. CONFLICT OF INTEREST <br />CITY agrees to avoid organizational conflicts of interest. An organizational conflict of interest <br />means that due to other activities, relationships or contracts, CITY is unable, or potentially unable to <br />render impartial assistance or advice to AUTHORITY; CITY's objectivity in performing the work <br />Page 7 of 9 <br />IILACamm \CLERICALMORDPROOAGREEWG 12486.docx19D-9 <br />