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them under applicable law or in equity, in addition to, and not in lieu of, any rights and <br />remedies expressly provided in this Agreement. <br />10. Indemnity. Owner shall indemnify, defend (with counsel approved by Agency <br />and City) and hold Agency, the City, and their respective elected and appointed officers, <br />officials, employees, agents, and representatives (collectively, the "Indemnitees") <br />harmless from and against al! liability, loss, cost, expense (including without limitation <br />attorneys' fees and costs of litigation), claim, demand, action, suit, judicial or <br />administrative proceeding, penalty, deficiency, fine, order, and damage (all of the <br />foregoing collectively "Claims") arising directly or indirectly, in whole or in part, as a <br />result of or in connection with Owner's development or management of the Property <br />and the Project. Owner's indemnification obligations under this Section 10 shall not <br />extend to Claims resulting from the gross negligence or willful misconduct of <br />Indemnitees. The provisions of this Section 10 shall survive the expiration or earlier <br />termination of this Agreement. It is further agreed that Agency and City do not and <br />shall not waive any rights against Owner that they may have by reason of this indemnity <br />and hold harmless agreement because of the acceptance by Agency or City, or the <br />deposit with Agency or City by Owner, of any of the insurance policies described in this <br />Agreement or the OPA. <br />11. Miscellaneous. <br />11.1 Amendments. This Agreement may be amended or modified only by a <br />written instrument signed by the Parties. <br />11.2 No Waiver. Any waiver by Agency or City of any term or provision of this <br />Agreement must be in writing. No waiver shall be implied from any delay or failure by <br />Agency or City to take action on any breach or default hereunder or to pursue any <br />remedy allowed under this Agreement or applicable law. No failure or delay by Agency <br />or City at any time to require strict performance by Owner of any provision of this <br />Agreement or to exercise any election contained herein or any right, power or remedy <br />hereunder shall be construed as a waiver of any other provision or any succeeding <br />breach of the same or any other provision hereof or a relinquishment for the future of <br />such election. <br />11.3 Notices. Except as otherwise specified herein, all notices to be sent <br />pursuant to this Agreement shall be made in writing, and sent to the Parties at their <br />respective addresses specified below or to such other address as a Party may <br />designate by written notice delivered to the other parties in accordance with this <br />Section. All such notices shall be sent by: <br />(i) personal delivery, in which case notice is effective upon delivery; <br />(ii) certified or registered mail, return receipt requested, in which case <br />notice shall be deemed delivered upon receipt if delivery is confirmed by a return <br />956619-4 1 6 <br />