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except as may result from the acts of the City, its <br />officers, employees and its agents. <br /> <br />C. Grantee shall indemnify and hold harmless the <br />C~ty, its officers, employees and agents, from and against <br /> <br />all liability, special, incidental, consequential, <br />and all other damage, cost and expense (including <br />reasonable attorneys' fees) arising out of or <br />with the construction, operation, maintenance, <br />removal of the System. <br /> <br /> D. In order for the City to assert its rights to be <br />indemnified and held harmless, the City must: <br /> <br /> 1. Promptly notify Grantee of any claim or <br /> legal proceeding which gives rise to such right; <br /> <br /> 2. Afford Grantee the opportunity to <br /> participate in and fully control any compromise, <br /> settlement or other resolution or disposition of such <br /> claim or proceeding; unless, however, the City, <br /> reasonably determines that its interests cannot be <br /> represented in good faith by Grantee; and <br /> <br /> 3. Fully cooperate with the reasonable requests <br /> of Grantee, at Grantee's expense, in its participation <br /> in, and control, compromise, settlement or resolution <br /> or other disposition of, such claim or proceeding <br /> subject to paragraph (2) above. <br /> <br />punitive <br /> <br />in connection <br />repair, or <br /> <br />-31- <br /> <br /> <br />