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Owner shall indemnify, defend, and hold the City, and its respective agents, employees, <br />successors, and assigns, harmless from any liability, loss, costs, damages or expenses, including <br />attorneys' fees, which the City may suffer or incur as a result of any claims or actions which may <br />be brought by any person or entity arising out of this Agreement. If any action is brought against <br />the City or its respective agents, employees, successors, or assigns, in connection with this <br />Agreement, Owner agrees to defend such action or proceedings at its own expense, using counsel <br />acceptable to the City, and to pay promptly any judgment rendered therein. <br />8. Insurance <br />Owner, at Owner's sole expense, shall maintain during the term of this Agreement, <br />commercial general liability insurance covering the company and activity in the amount not less <br />than Five Million Dollars ($5,000,000) per occurrence. Owner agrees to include the City as an <br />additional insured on any such policy and produce to the City a certificate of insurance evidencing <br />the same within ten (10) days of the execution hereof. To the extent that the City is harmed as a <br />result of the construction of the Dedicated Improvements, Owner hereby grants the City first <br />priority on any proceeds received from the Owner's insurance. Notwithstanding anything in the <br />Agreement to the contrary, the City does not waive any governmental immunity or liability <br />limitations available to it under Indiana law. <br />9. Assignment <br />This Agreement may not be assigned by Owner, including through a Change in Control <br />event, without the express written consent of the City which such consent may be withheld for any <br />reason. A Change in Control event shall mean either (a) the merger of Owner into or with an <br />unrelated third party entity, (b) a transaction or series of related transactions in which a third party <br />