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99315159
<br /> SECTION 13. INDEMNIFICATION
<br /> The Recipient hereby covenants and agrees that it shall, at is own expense,
<br /> defend, indemnify and hold harmless the City, its respective officers, directors,
<br /> officials, employees and agents (the "Indemnitee") from and against any and all
<br /> claims by or on behalf of any person arising from any cause whatsoever in connection
<br /> with the performance by the Recipient and its officers, directors, officials, employees
<br /> and agents under this Regulatory Agreement, any and all claims arising from any act
<br /> or omission of the Recipient or any of its agents, Recipients, servants, employees or
<br /> licensees in connection with the Project, including but not limited to construction
<br /> 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
<br /> Recipient shall not be required to indemnify the Indemnitee for damages caused by
<br /> the negligence or willful misconduct of any Indemnitee.
<br /> In the event that any action or proceeding is brought against the City, or any
<br /> of its respective officers, directors, officials, employees or agents, with respect to
<br /> which indemnity may be sought hereunder, the Recipient, upon written notice from
<br /> the indemnified party, shall assume the investigation and defense thereof, including
<br /> the employment of counsel and the payment of all separate counsel in any such
<br /> action or proceedings and to participate in the defense thereof, and the Recipient
<br /> shall pay the fees and expenses of such separate counsel.
<br /> The Recipient also shall pay and discharge and shall indemnify and hold
<br /> harmless the City from (1) any lien or charge upon payments by the Recipient to the
<br /> City, and (2) any taxes (including, without limitation, all ad valorem taxes and sales
<br /> taxes), assessments, impositions and other charges in respect of any portion of the
<br /> Project. If any such claim is asserted, or any such lien or charge upon payments, or
<br /> any such taxes, assessments, impositions or other charge upon payments, or any such
<br /> taxes, assessments, impositions or other charges are sought to be imposed, the City
<br /> shall give prompt notice to the Recipient and the Recipient shall have the sole right
<br /> and duty to assume, and will assume, the defense thereof, with full power to litigate,
<br /> compromise or settle the same in its sole discretion.
<br /> In addition thereto, the Recipient will pay upon demand all of the reasonable
<br /> fees and expenses paid or incurred by the City in enforcing the provisions hereof.
<br /> In addition, Recipient will maintain, at all times during the term of this
<br /> Agreement, hazard and liability insurance sufficient to protect City's interest.
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