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10.3 Contractor has no knowledge that any officer or employee of City has
<br />any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this
<br />transaction or in the business of Contractor, and that if any such interest comes to the
<br />knowledge of Contractor at any time during the term of this Agreement, Contractor
<br />shall immediately make a complete, written disclosure of such interest to City, even if such
<br />interest would not be deemed a prohibited "conflict of interest" under applicable laws as
<br />described in subsection 10.1.
<br />11. Indemnification.
<br />11.1 To the maximum extent permitted by law, the Contractor shall defend,
<br />indemnify and hold the City, and its elected officials, officers, employees, servants, volunteers,
<br />and agents serving as independent contractors in the role of City officials, (collectively,
<br />"Indemnitees"),free and harmless with respect to any and all damages, liabilities, losses,
<br />reasonable defense costs or expenses (collectively, "Claims"), including but not limited to
<br />Claims relating to death or injury to any person and injury to any property, which arise out of,
<br />pertain to, or relate to the acts, omissions, activities or operations of Contractor or any of its
<br />officers, employees, subcontractors, Contractors, or agents in the performance of this
<br />Agreement. Contractor shall defend Indemnitees in any action or actions filed in connection
<br />with any such Claims with counsel of City's choice, and shall pay all costs and expenses,
<br />including actual attorney's fees and experts' costs incurred in connection with such defense.
<br />The indemnification obligation herein shall not in any way be limited by the insurance
<br />obligations contained in this Agreement provided, however, that the Contractor shall have no
<br />obligation to indemnify for Claims arising out of the sole negligence or willful misconduct of
<br />any of the Indemnitees.
<br />11.2 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights
<br />that they may possess against Contractor because of the acceptance by City, or the deposit with
<br />City, of any insurance policy or certificate required pursuant to this Agreement.
<br />11.3 Waiver of Right of Subrogation. Except as otherwise expressly provided
<br />in this Agreement, Contractor, on behalf of itself and all parties claiming under or through it,
<br />hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of
<br />their duties, from all claims, losses and liabilities arising out of or incident to activities or
<br />operations performed by or on behalf of the Contractor.
<br />11.4 Survival. The provisions of this Section 11 shall survive the termination
<br />of the Agreement and are in addition to any other rights or remedies which Indemnitees may
<br />have under the law. Payment is not required as a condition precedent to an Indemnitee's right to
<br />recover under this indemnity provision, and an entry of judgment against Contractor shall be
<br />conclusive in favor of the Indemnitee's right to recover under this indemnity provision.
<br />12. Insurance.
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