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AGREEMENT NO. C- X -XXXX 1 arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal 2 costs and attorney fees (collectively "Claims "), including but not limited to Claims arising from injuries to 3 or death of persons (AUTHORITY's employees included), for damage to property, including property 4 owned by CITY, or from any violation of any federal, state, or local law or ordinance, alleged to be 5 caused by the negligent acts, omissions or willful misconduct of AUTHORITY, its officers, directors, 6 employees or agents in connection with or arising out of the performance of this Cooperative 7 Agreement. 8 C. The indemnification and defense obligations of this Cooperative Agreement shall survive 9 its expiration or termination. 10 ARTICLE 8. ADDITIONAL PROVISIONS 11 A. Term of A reement: This Cooperative Agreement shall continue in full force and effect 12 through _ _ or until final acceptance by AUTHORITY, whichever is later. 13 B. Termination: In the event either Party defaults in the performance of their obligations 14 under this Cooperative Agreement or breaches any of the provisions of this Cooperative Agreement, 15 the non - defaulting Party shall have the option to terminate this Agreement upon thirty (30) days' prior 16 written notice to the other Party. 17 C. Termination for Convenience: Either Party may terminate this Cooperative Agreement 18 for its convenience by providing thirty (30) days' prior written notice of its intent to terminate for 19 convenience to the other Party. 20 D. Amendments: This Cooperative Agreement may be amended in writing at any time by 21 the mutual consent of both PARTIES, 22 E. AUTHORITY and CITY shall comply with all applicable federal, state, and local laws, 23 statues, ordinances and regulations of any governmental authority having 24 jurisdiction over the PROJECT. 25 26 Page 8 of 11 20B -12