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If to the Recipient: Davis Street Community Center
<br />2306 Merced Street
<br />San Leandro, CA 94577
<br />Attn: Executive Director
<br />Status reports, as required under Section 6, shall be sufficiently given and shall be
<br />deemed given on the second day following the date on which the same have been mailed to the
<br />City, addressed as specified in this Section.
<br />The City and the Recipient may, by notice given hereunder, designate any further or
<br />different addresses to which subsequent notices, certificates or other communications shall be
<br />sent.
<br />SECTION 12. INDEMNIFICATION
<br />The Recipient hereby covenants and agrees that it shall, at is own expense, defend,
<br />indemnify and hold harmless the City, its respective officers, directors, officials, employees and
<br />agents (the "Indemnitee") from. and against any and all claims by or on behalf of any person
<br />arising from any cause whatsoever in connection with the performance by the Recipient and its
<br />officers, directors, officials, employees and agents under this Regulatory Agreement, any and all
<br />claims arising from any act or omission of the Recipient or any of its agents, Recipients,
<br />servants, employees or licensees in connection with the Project, including but not limited to
<br />construction and operations, and all costs, counsel fees, expenses, or liabilities incurred in
<br />connection with any such claim or proceeding brought thereon; except that the Recipient shall
<br />not be required to indemnify the Indemnitee for damages caused by the negligence or willful
<br />misconduct of any Indemnitee.
<br />In the event that any action or proceeding is brought against the City, or any of its
<br />respective officers, directors, officials, employees or agents, with respect to which indemnity
<br />may be sought hereunder, the Recipient, upon written notice from the indemnified party, shall
<br />assume the investigation and defense thereof, including the employment of counsel and the
<br />payment of all separate counsel in any such action or proceedings and to participate in the
<br />defense thereof, and the Recipient shall pay the fees and expenses of such separate counsel.
<br />The Recipient also shall pay and discharge and shall indemnify and hold harmless the
<br />City from (1) any lien or charge upon payments by the Recipient to the City, and (2) any taxes
<br />(including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions
<br />and other charges in respect of any portion of the Project. If any such claim is asserted, or any
<br />such lien or charge upon payments, or any such taxes, assessments, impositions or other
<br />charge upon payments, or any such taxes, assessments, impositions or other charges are
<br />sought to be imposed, the City shall give prompt notice to the Recipient and the Recipient shall
<br />have the sole right and duty to assume, and will assume, the defense thereof, with full power to
<br />litigate, compromise or settle the same in its sole discretion.
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