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12.2 Insurance and Other Third-Party Payments. To the extent that any <br />repair, replacement or restoration costs incurred pursuant to this Section can be recovered <br />from any insurer or from another third-party, each Party shall assist each other in exercising <br />such rights as it may have to effect such recovery. Each Party shall provide each other with <br />copies of all relevant documentation at no cost to the City, and shall cooperate with and assist <br />the other Party upon request by participating in conferences, negotiations and litigation <br />regarding insurance claims. <br />12.3 Uninsured Costs. The City shall provide all funds necessary to pay <br />the costs of repairing, replacing and restoring the WPCP in accordance with this Section and <br />all insurance proceeds and recoveries from third parties resulting from damage to or the loss <br />or destruction of the WPCP shall be for the account of the City; provided, however, that such <br />costs not covered by insurance proceeds or third-party payments shall be borne by Siemens <br />to the extent the loss, damage or destruction was not caused by uncontrollable circumstances <br />or City fault. <br />12.4 Repair of City and Private Property. Siemens shall promptly repair <br />or replace all City property and all private property damaged by Siemens or any officer, <br />director, employee, representative or agent of Siemens in connection with the performance <br />of, or the failure to perform, the Work. The repair and replacement shall restore the damaged <br />property, to the maximum extent reasonably practicable, to its character and condition <br />existing immediately prior to the damage. <br />Section 13. PATENTS AND COPYRIGHTS. <br />13.1 Siemens will, at its own expense, defend or at its option settle any suit <br />or proceeding brought against the City in so far as it is based on an allegation that any Work <br />(including parts thereof), or use thereof for its intended purpose, constitutes an infringement <br />of any United States patent or copyright, if Siemens is promptly provided notice and given <br />authority, information, and assistance in a timely manner for the defense of said suit or <br />proceeding. Siemens will pay the damages and costs awarded in any suit or proceeding so <br />defended. Siemens will not be responsible for any settlement of such suit or proceeding made <br />without its prior written consent. In case the Work, or any part thereof, as a result of any suit <br />or proceeding so defended is held to constitute infringement or its use by the City is enjoined, <br />Siemens will, at its option and its own expense, either: (i) procure for the City the right to <br />continue using said Work; (ii) replace it with substantially equivalent non-infringing Work; <br />or (iii) modify the Work so it becomes non-infringing. <br />13.2 Siemens will have no duty or obligation to the City under Section 12.1 <br />to the extent that the Work is: (i) supplied according to the City's design or instructions <br />wherein compliance therewith has caused Siemens to deviate from its normal course of <br />performance; (ii) modified by the City or its contractors after delivery; or, (iii) combined by <br />the City or its contractors with items not furnished hereunder and by reason of said design, <br />instruction, modification, or combination a suit is brought against the City. In addition, if by <br />reason of such design, instruction, modification or combination, a suit or proceeding is <br />brought against Siemens, unless expressly prohibited by law, the City shall protect Siemens <br />WPCP Cogeneration 090$08 -Page 22 of 60 <br />