ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (C-5-3632)

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AGREEMENT NO, C -5 -3632 1 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole 2 cost and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold 3 harmless CITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties "), 4 from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, 5 arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal 6 costs and attorney fees (collectively "Claims "), including but not limited to Claims arising from injuries to 7 or death of persons (AUTHORITY's employees included), for damage to property, including property 8 owned by CITY, or from any violation of any federal, state, or local law or ordinance, actually caused by 9 the negligent acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees or 10 agents in connection with or arising out of the performance of this Agreement. 11 C. The indemnification and defense obligations of this Agreement shall survive its 12 expiration or termination. 13 ARTICLE 8. ADDITIONAL PROVISIONS 14 A. Term of Agreement: This Agreement shall be effective, upon execution by both Parties, 15 and shall be in full force and effect through December 2018 or until final acceptance by AUTHORITY, 16 whichever is later. 17 B. Termination: In the event either Party defaults in the performance of their obligations 18 under this Agreement or breaches any of the provisions of this Agreement, the non - defaulting Party 19 shall have the option to terminate this Agreement upon thirty (30) days' prior written notice to the other 20 Party, provided that all outstanding requests for funding or project approvals by CITY pursuant to this 21 Agreement have been satisfied. 22 C. Termination for Convenience: Either Party may terminate this Agreement for its 23 convenience by providing thirty (30) days' prior written notice of its intent to terminate for convenience to 24 the other Party. 25 D. Amendments: This Agreement may be amended in writing at any time by the mutual 26 consent of both Parties. No amendment shall have any force or effect unless executed in writing by Page 8 of 12