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Each of the remedies provided herein is cumulative and not exclusive. The City <br />may exercise from time to time any rights and remedies available to them under <br />applicable law or in equity, in addition to, and not in lieu of, any rights and remedies <br />expressly provided in this Agreement. <br />10. Indemnity. Owner shall indemnify, defend (with counsel approved by City) and <br />hold the City, and their respective elected and appointed officers, officials, employees, <br />agents, and representatives (collectively, the "lndemnitees") harmless from and <br />against all liability, loss, cost, expense (including without limitation attorneys' fees and <br />costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, <br />penalty, deficiency, fine, order, and damage (all of the foregoing collectively "Claims") <br />arising directly or indirectly, in whole or in part, as a result of or in connection with <br />Owner's development or management of the Property and the Project. Owner's <br />indemnification obligations under this Section 10 shall not extend to Claims resulting <br />from the gross negligence or willful misconduct of lndemnitees. The provisions of this <br />Section 10 shall survive the expiration or earlier termination of this Agreement. It is <br />further agreed that City do not and shall not waive any rights against Owner that they <br />may have by reason of this indemnity and hold harmless agreement because of the <br />acceptance by City, or the deposit with City by Owner, of any of the insurance policies <br />described in this Agreement or the Loan Agreement. <br />11. Miscellaneous. <br />11.1 Amendments. This Agreement may be amended or modified only by a <br />written instrument signeu by the Parties. <br />11.2 No Waiver. Any waiver by City of any term or provision of this Agreement <br />must be in writing. No waiver shall be implied from any delay or failure by City to take <br />action on any breach or default hereunder or to pursue any remedy allowed under this <br />Agreement or applicable law. No failure or delay by City at any time to require strict <br />performance by Owner of any provision of this Agreement or to exercise any election <br />contained herein or any right, power or remedy hereunder shall be construed as a <br />waiver of any other provision or any succeeding breach of the same or any other <br />provision hereof or a relinquishment for the future of 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 />receipt; <br />2890662.3 14