Approving an Interlocal Agreement for the Elimination Reorganization, and Consolidation of Public Safety Answering Points in St. Joseph Co 911 Centers

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through the Term; and (b) indemnify and hold Lessor harmless from any liability resulting from any nonpayment for any such services ARTICLE VI INSURANCE AND INDEMNITY 6.1 General Warranty. Lessee, from the commencement of its occupancy, agrees to indemnify and hold Lessor harmless from any loss, cost, claim, liability or damage arising out of, or connected with, Lessee's use and occupancy of the Premises arising out of any breach or default of Lessee in performance of its obligations under this Lease unless arising from Lessor's gross negligence or intentional misconduct. In case any action or proceeding be brought against Lessor by reason of any such claim, Lessee agrees to (a) resist or defend such action or proceeding and (b) promptly pay and discharge any final judgment rendered against Lessor therein, reserving the right to appeal such judgment prior to payment thereof as may be permitted by law. The obligation of Lessee under this Section to indemnify and hold harmless Lessor shall survive the expiration of the Premises or the termination of this Lease. 6.2 Waiver. Lessor shall be responsible for infrastructure failure or damage, which failure or damage is not caused by any negligence of Lessee. 6.3 Lessor's Indemnity. Lessor shall indemnify and hold Lessee harmless from any third -party claim or any loss cost, claim, liability or damage resulting therefrom arising out of or connected with Lessor's negligence or willful and intentionally tortious acts, or Lessor's default under this Lease. ARTICLE VII DESTRUCTION OF PREMISES 7.1 Repair or Restoration. In the event of damage to, or destruction of, the Premises by fire or other casualty covered by insurance, Lessor at its sole expense, shall promptly restore the Premises (other than improvements to the Premises made by Lessee) as nearly as possible to its condition prior to such damage or destruction; provided that, if the Premises is so extensively damaged or destroyed that the cost of restoration would exceed thirty percent (30 %) of the amount it would cost at the time to replace the Building in its entirety, then, and in such case, Lessor, or, during the final year of the Lease, Lessee, at its option at any time within thirty (30) days after such damage or destruction, may terminate this Lease upon written notice to Lessee, or, if during the during the final year of the Lease, to Lessor, and thereupon (a) Lessee shall surrender possession of the Premises to Lessor, (b) Lessor and Lessee shall be discharged from any and all liabilities and obligations arising under this Lease subsequent to the date of such damage or destruction, and (c) this Lease shall be null and void. Pending Lessor's restoration of the Premises, Lessee's Base Rent hereunder shall abate proportionately to the area rendered unusable, to the extent of the proceeds of Lessor's rent interruption insurance, if any. Lessor's obligations to reconstruct the Premises are conditioned on its receipt of insurance proceeds in such an amount as to cover the cost of such restoration. -6- US.54381124.05