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COOPERATIVE AGREEMENT NO. C,6-1433 <br />1 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and <br />2 attorney fees, including but not limited to claims arising from injuries to or death of persons (the <br />3 AUTHORITY's employees included), for damage to property, including property owned by the CITY, <br />4 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the <br />6 negligent acts, omissions or willful misconduct of the AUTHORITY, Its officers, directors, employees <br />6 or agents in connection with or arising out of the performance of this Agreement. <br />7 C. The indemnification and defense obligations of this Agreement shall survive its <br />8 expiration or termination. <br />9 ARTICLE 10. LEGAL AUTHORITY <br />14 The persons executing this Agreement on behalf of the AUTHORITY and the CITY represent <br />11 that they are authorized to execute this Agreement on behalf of their respective Parties and that, by <br />12 so executing this Agreement, the Parties hereto are formally bound to the provisions of this <br />13 Agreement. <br />14 ARTICLE 11. SEVERABILITY <br />15 If any term, provision, covenant or condition of this Agreement is held to be invalid, void or <br />16 otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this <br />17 Agreement shall not be affected thereby, and each term, provision, covenant or condition of this <br />18 Agreement shall be valid and enforceable to the fullest extent permitted by law. <br />19 ARTICLE 12. COUNTERPARTS OF AGREEMENT <br />20 This Agreement may be executed and delivered in any number of counterparts, each of which, <br />21 when executed and delivered shall be deemed an original and all of which together shall constitute <br />22 the same agreement. Facsimile or emailed PDF documents with signatures will be permitted. <br />23 ARTICLE 13. FORCE MAJEURE <br />24 Either Party shall be excused from performing its obligations under this Agreement due to any <br />25 event beyond the control of the Party to the extent the event materially and adversely affects a Party's <br />26 ability to perform its obligations under this Agreement and could not have been avoided by reasonable <br />Page 8of14 <br />L;1Camm\CLERICALIWORRPROCIAGR�EVAG6i433-20161215 OCSC ROW Use Agreement - 5A - Final - Updated,docx <br />