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COOPERATIVE AGREEMENT NO, C -6 -1433 <br />1 connection with or arising out of the performance of this Agreement. <br />2 B. To the fullest extent permitted by law, the AUTHORITY shall defend (at the <br />3 AUTHORITY's sale cost and expense with legal counsel reasonably acceptable to the CITY), <br />4 indemnify, protect, and hold harmless the CITY, its officers, directors, employees, and agents from <br />5 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, <br />6 arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal <br />7 costs and attorney fees, including but not limited to claims arising from injuries to or death of <br />8 persons (the AUTHORITY's employees included), for damage to property, including property owned <br />9 by the CITY, or from any violation of any federal, state, or local law or ordinance, alleged to be <br />10 caused by the negligent acts, omissions or willful misconduct of the AUTHORITY, its officers, <br />11 directors, employees or agents in connection with or arising out of the performance of this <br />12 Agreement. <br />13 C. The indemnification and defense obligations of this Agreement shall survive its <br />14 expiration or termination. <br />15 ARTICLE 10. LEGAL AUTHORITY <br />16 The persons executing this Agreement on behalf of the AUTHORITY and the CITY represent <br />17 that they are authorized to execute this Agreement on behalf of their respective Parties and that, by <br />18 so executing this Agreement, the Parties hereto are formally bound to the provisions of this <br />19 Agreement. <br />20 ARTICLE 11. SEVERABILITY <br />21 If any term, provision, covenant or condition of this Agreement is held to be invalid, void or <br />22 otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this <br />23 Agreement shall not be afrected thereby, and each term, provision, covenant or condition of this <br />24 Agreement shall be valid and enforceable to the fullest extent permitted by law. <br />25 ARTICLE 12, COUNTERPARTS OF AGREEMENT <br />26 Page 8 of 13 <br />F: \SG &A \SG &A Client Folders \5 - HDR Engineering \05.09.15. OCTA - Program ManagementlWork Tasks \1 - AgreementsVl 1 - SA Use <br />Agreement\6- Final \AG61433 - 20161215 OCSC ROW Use Agreement - SA - Final - Updated.docx <br />25F -12 <br />