ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (29)

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COOPERATIVE AGREEMENT NO. C-4-2053 1 records, and accounts. The above provision with respect to audits shall extend to and/or be included in 2 construction contracts with CITY's contractor. 3 ARTICLE 9. INDEMNIFICATION 4 A. CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, 5 employees and agents from and against any and all claims (including attorney's fees and reasonable 6 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's 7 compensation subrogation claims, damage to or loss of use of property alleged to be caused by the 8 negligent acts, omissions or willful misconduct by CITY, its officers, directors, employees or agents in 9 connection with or arising out of the performance of this Agreement. 10 B. AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors, 11 employees and agents from and against any and all claims (including attorney's fees and reasonable 12 expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker's 13 compensation subrogation claims, damage to or loss of use of property alleged to be caused by the 14 negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees or 15 agents in connection with or arising out of the performance of this Agreement. 16 C. The indemnification and defense obligations of this Agreement shall survive its expiration 17 or termination. 18 ARTICLE 10. ADDITIONAL PROVISIONS 19 The AUTHORITY and CITY agree to the following mutual responsibilities: 20 A. Term of Agreement: This Agreement shall continue in full force and effect until 21 December 31, 2027, or until all REAP funds have been expended, whichever is later. This Agreement 22 may only be extended upon written mutual consent by both PARTIES. 23 / 24 / 25 / 26 / Page 8 of 12