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COOPERATIVE AGREEMENT NO. C -5 -3883 1 employees included), for damage to property, including property owned by the AUTHORITY, or from 2 any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent 3 acts, omissions or willful misconduct of the CITY, its officers, directors, employees or agents in 4 connection with or arising out of the performance of this Agreement. 5 B. To the fullest extent permitted by law, the AUTHORITY shall defend (at the 6 AUTHORITY's sole cost and expense with legal counsel reasonably acceptable to the CITY), 7 indemnify, protect, and hold harmless the CITY, its officers, directors, employees, and agents from 8 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration 9 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and 10 attorney fees, including but not limited to claims arising from injuries to or death of persons (the 11 AUTHORITY's employees included), for damage to property, including property owned by the CITY, 12 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the 13 negligent acts, omissions or willful misconduct of the AUTHORITY, its officers, directors, employees 14 or agents in connection with or arising out of the performance of this Agreement. 15 C. The indemnification and defense obligations of this Agreement shall survive its 16 expiration or termination. 17 ARTICLE 10. ADDITIONAL PROVISIONS 18 A. Term of Agreement: This Agreement shall be in full force and effect for a term of one 19 year past the first day of Revenue Service as defined. The Parties do not intend that the term of this 20 Agreement shall exceed any limitation imposed by law, including without limitation the laws of 21 California, and agree to comply with any applicable requirements of such laws in connection with any 22 renewal of the term of this Agreement. 23 B. Termination: In the event either Party defaults in the performance of their obligations 24 under this Agreement or breaches any of the provisions of this Agreement, the non - defaulting Party 25 shall have the option to terminate this Agreement upon thirty (30) days priorwritten notice to the other 26 C: \Users \jfunk\AppData \Local \Microsoft\ Windows \INeiGache\ Content .OutlookOK3MRVOH\AG53583 - 20160210 OCTA SA Design Agreement- Post Plnal Amendment.docx Page 8 of 13 25F -12