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ARTICLE VI-INDEMNIFICATION AND SUBROGATION
<br /> 6.1 Indemnification.
<br /> (a) Subject to Section 6.2,City shall protect,defend,indemnify and hold Manager,its agents,
<br /> employees and contractors harmless from and against any and all claims,damages, demands,
<br /> penalties,costs,liabilities,losses and expenses(including reasonable attorneys'fees and expenses
<br /> at the trial and appellate levels)to the extent arising out of or relating to the negligence or willful
<br /> misconduct of City or City's agents,employees or contractors, except to the extent caused directly
<br /> by the negligence or willful misconduct of Manager, its agents,employees or contractors.
<br /> (b) Subject to Section 6.2,Manager shall protect,defend, indemnify and hold City, its agents,
<br /> employees and contractors harmless from and against any and all claims,damages,demands,
<br /> penalties, costs,liabilities, losses, and expenses(including reasonable attorneys'fees and expenses
<br /> at the trial and appellate levels)to the extent(a)arising out of or relating to any act,omission,
<br /> negligence,or willful misconduct of Manager or Manager's agents,employees,contractors,
<br /> customers or invitees in or about the Property,including without limitation any default under this
<br /> Agreement,or(b)arising out of or relating to any of Manager's personal property or equipment,
<br /> except to the extent caused directly by the sole negligence or willful misconduct of City,its agents,
<br /> employees or contractors.
<br /> (c) "Indemnified Party"and"Indemnitor"shall mean Manager and City,respectively,as to Section
<br /> 6.1(a)and shall mean City and Manager,respectively, as to Section 6.1(b). If any action or
<br /> proceeding is brought against the Indemnified Party with respect to which indemnity may be
<br /> sought under this Section 6.1,the Indemnitor,upon written notice from the Indemnified Party, shall
<br /> assume the investigation and defense thereof, including the employment of counsel and payment of
<br /> all reasonable expenses. The Indemnified Party shall have the right to employ separate counsel in
<br /> any such action or proceeding and to participate in the defense thereof,but the Indemnitor shall not
<br /> be required to pay the fees and expenses of such separate counsel,unless such separate counsel is
<br /> employed with the written approval and consent of the Indemnitor.
<br /> (d) The indemnities in this Section 6.1 shall survive the expiration or termination of this Agreement.
<br /> 6.2 Waiver of Claims. Notwithstanding anything contained in this Agreement to the contrary,City and
<br /> Manager hereby waive any rights each may have against the other on account of any loss of or damage to
<br /> their respective property,the Property, its contents,or other portions of the Property arising from any risk
<br /> which may be insured against by a special form policy of property insurance. City and Manager shall cause
<br /> their respective insurance companies to include an endorsement to their respective property insurance
<br /> policies containing an express waiver of any rights of subrogation by the insurance company against City
<br /> and Manager,as applicable.
<br /> ARTICLE VII-COSTS AND EXPENSES
<br /> City shall pay all taxes, special assessments,ground rents,insurance premiums and mortgage payments affecting
<br /> the Property as they become due and before any delinquency date.
<br /> ARTICLE VIII—FEES
<br /> City shall pay Manager as compensation for the management services rendered hereunder fees at the rate and
<br /> amounts specified in Section 1.6. Such Fees shall be payable within thirty(30)days following City's receipt of
<br /> invoice from Manager.
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