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Cooperative Agreement for Project No. 174-4600E <br />AGENCIES and FULLERTON warrant that in the performance of this AGREEMENT, each shall comply <br />with all applicable federal, state and local laws, statutes and ordinances and all lawful orders, rules and <br />regulations promulgated there under. <br />5. Each PARTY agrees to defend, indemnify and hold harmless the other PARTIES, their officers, <br />1c <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />27 <br />agents, elected officials and employees from all liability, claims, losses and demands, including defense <br />costs and reasonable attorneys' fees, whether resulting from court action or otherwise, arising out of the <br />negligent acts or omissions of the defending PARTY, its officers, agents, or employees, in the performance <br />of this AGREEMENT. When negligent acts or omissions of one PARTY are directed by another PARTY, <br />the PARTY directing the negligent acts or omissions shall owe this defense and indemnity obligation to the <br />PARTY following the directions. The provisions of this paragraph shall survive the termination of this <br />AGREEMENT. <br />6. Each PARTY shall be excused from performing its obligations under this AGREEMENT during <br />the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its <br />control, including but not limited to: any incidence of fire; flood; acts of God; commandeering of material, <br />products, plants or facilities by federal, state or local government; national fuel shortage; or a material act <br />of omission by any PARTY; when satisfactory evidence of such cause is presented to the other PARTIES, <br />and provided further such nonperformance is unforeseeable, beyond the control and is not due to the fault <br />or negligence of the PARTY not performing. <br />7. Any notice sent by first class mail, postage paid, to the address and addressee, shall be deemed <br />to have been given when in the ordinary course it would be delivered. The representatives of the PARTIES <br />who are primarily responsible for the administration of this AGREEMENT, and to whom notices, demands <br />and communications shall be given are as follows: <br /> <br />Page 6 of 13