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the lawsuits, claims, actions, loss, liability or expense before the indemnitor Agencies' shares are
<br /> calculated.
<br /> The ROOT Agency hereby agrees to defend, indemnify and hold harmless the other Agencies
<br /> and their officers, directors and employees for and against any lawsuits, claims, actions, loss,
<br /> liability or expense arising out of or in connection with the ROOT's gross negligence, bad faith or
<br /> willful misconduct.
<br /> 5.6.2 The Agencies, except the Agency appointed as the Regional Service Provider, hereby
<br /> agree to defend, indemnify and hold harmless the Regional Service Provider Agency and its
<br /> officers, directors and employees for and against any lawsuits, claims, actions, loss, liability or
<br /> expense arising out of or in connection with the Regional Service Provider Agency's acts or
<br /> omissions in the performance of its duties under this Agreement, except to the extent such
<br /> lawsuits, claims, actions, loss, liability or expense arises from the Regional Service Provider
<br /> Agency's gross negligence, bad faith, or willful misconduct and except to the extent that such
<br /> lawsuits, claims, actions, loss, liability or expense is covered by a policy of insurance purchased
<br /> by the Regional Service Provider or authorized by the Joint Board pursuant to Section 4.4.14 of
<br /> this Agreement. Each indemnitor Agency shall be responsible only for the share of the lawsuits,
<br /> claims, actions, loss, liability or expense in proportion to that Agency's cost sharing percentage
<br /> pursuant to Section 8.5 of this Agreement and in effect on the relevant date of loss.
<br /> Notwithstanding any other provision of this Section 5.6.2, the Regional Service Provider Agency
<br /> shall also be responsible for a share of such lawsuits, claims, actions, loss, liability or expense in
<br /> proportion to the Regional Service Provider Agency's cost sharing percentage in effect pursuant
<br /> to Section 8.5 of this Agreement on the relevant date of loss. The Regional Service Provider
<br /> Agency's share shall be deducted from the total cost of the lawsuits, claims, actions, loss, liability
<br /> or expense before the indemnitor Agencies' shares are calculated.
<br /> Each Regional Service Provider Agency hereby agrees to defend, indemnify and hold harmless
<br /> the other Agencies and their officers, directors and employees for and against any lawsuits,
<br /> claims, actions, loss, liability or expense arising out of or in connection with the Regional Service
<br /> Provider's gross negligence, bad faith or willful misconduct.
<br /> 5.6.3 The provisions of Section 5.6 shall survive the termination of this Agreement or the earlier
<br /> resignation or removal of the Agency designated as the ROOT Agency or as a Regional Service
<br /> Provider Agency.
<br /> 5.7 ROOT Agency Insurance.
<br /> 5.7.1 The Agency designated as the ROOT Agency shall procure and maintain, at its sole cost
<br /> and expense, or require its Contractor(s) to maintain the minimum insurance set forth below for
<br /> the protection and handling of its liabilities, unless modified as directed by the Joint Board.
<br /> 5.7.1.1 Commercial General Liability with minimum limits of$1,000,000 combined
<br /> single limit per occurrence for bodily injury, personal injury, and property damage, and for
<br /> those policies with aggregate limits, a $2,000,000 aggregate limit.
<br /> 5.7.1.2 Cyber Liability with minimum limits of $1,000,000 per claim or occurrence
<br /> and in the aggregate. Coverage shall include loss resulting from data security/privacy
<br /> breach, extortion, unauthorized access or related violations including identity fraud and
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