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COOPERATIVE AGREEMENT NO. C-7-XXXX <br />1 with or arising out of the performance of this Agreement. <br />2 B, To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole <br />3 cost and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold <br />4 harmless CITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties'), from <br />5 and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration <br />6 awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and <br />7 attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of <br />8 persons (AUTHORITY's employees included), for damage to property, including property owned by CITY, <br />9 or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent <br />10 acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents In <br />11 connection with or arising out of the performance of this Agreement. <br />12 C. The indemnification and defense obligations of this Agreement shall survive its expiration <br />13 or termination. <br />14 ARTICLE 10. ADDITIONAL PROVISIONS <br />15 A. Term of Agreement: The term of this Agreement shall be in full force and effect through <br />16 December 31, 2021. <br />17 B. Termination: In the event either Party defaults in the performance of its obligations under <br />18 this Agreement or breaches any of the provisions of this Agreement, the non -defaulting Party shall provide <br />19 written notice to the defaulting Party to cure such default within 30 days of such default. If the default <br />20 cannot be cured within such time, as determined by the non -defaulting Party, then the defaulting Party <br />21 shall have such additional time as provided in the written notice or such time as the Parties may otherwise <br />22 agree in writing. In any event, the non -defaulting Party shall promptly take such actions as are reasonably <br />23 necessary to cure the default. If the default or breach is material and not cured within the time provided <br />24 herein, either Party has the option, in addition to any other remedies available at law, to terminate this <br />25 Agreement upon thirty (30) days' prior written notice to the other Party. <br />26 <br />Page 8 of 12 <br />25M-14 <br />