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