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10.1 Notwithstanding the insurance coverage required hereunder, Owner shall defend, <br />indemnify and hold the City and its officials, officers, directors, employees, and <br />agents (collectively, the "Indemnified Parties") harmless from and against any <br />and all losses, damages, liabilities, claims, demands, judgments, actions, court <br />costs, and legal or other expenses (including reasonable attorneys' fees) which an <br />Indemnified Party may incur as a result of: <br />10.1.1 Owner's failure to perform any obligation as and when required by this <br />Agreement; <br />10.1.2 Any failure of Owner's representations or warranties to be true and <br />complete in all material respects when made; or <br />10.1.3 Any act or omission by Owner, or any of Owner's contractors, <br />subcontractors, agents, employees, licensees or suppliers with respect to <br />the Project or the Property, except to the extent that such losses are caused <br />by the gross negligence or willful misconduct of such Indemnified Party. <br />10.2 Owner shall pay immediately upon an Indemnified Party's demand any amounts <br />owing under the indemnity provided under this Section. The duty of Owner to <br />indemnify includes the duty to defend the Indemnified Party in any court action, <br />administrative action, or other proceeding brought by any third party arising in <br />connection with the Project or the Property with counsel reasonably approved by <br />City. Owner's duty to indemnify the Indemnified Parties shall survive the <br />expiration or earlier termination of this Agreement. <br />44. Miscellaneous. <br />11.1 Amendments. This Agreement maybe amended or modified only by a written <br />instrument signed by both Parties. <br />11.2 No Waiver. Any waiver by City of any term or provision of this Agreement must <br />be in writing. No waiver shall be implied from any delay or failure by City to <br />take action on any breach or default hereunder or to pursue any remedy allowed <br />under this Agreement or applicable law. No failure or delay by City at any time <br />to require strict performance by Owner of any provision of this Agreement or to <br />exercise any election contained herein or any right, power or remedy hereunder <br />shall be construed as a waiver of any other provision or any succeeding breach of <br />the same or any other provision hereof or a relinquishment for the future of such <br />election. <br />11.3 Notices. Except as otherwise specified herein, all notices to be sent pursuant to <br />this Agreement shall be made in writing, and sent to the Parties at their respective <br />addresses specified below or to such other address as a Party may designate by <br />written notice delivered to the other parties in accordance with this Section. All <br />such notices shall be sent by: i) Personal delivery, in which case notice is <br />effective upon delivery; ii) Certified or registered mail, return receipt requested, <br />in which case notice shall be deemed delivered upon receipt if delivery is <br />5056752.1 17 <br />