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<br />. <br /> <br />e <br /> <br />..... <br /> <br />2.. The indemnified persons' and/or the authority's actual or alleged concurrent <br />negligence, whether the authority is immune from liability or not; and <br /> <br />3. The indemnified persons' ,and/or the au~hority's actual or alleged strict ,products <br />liability or strict statutory liability, whether the authority is immune from liability or not. <br /> <br />The authority shall defend, indemnify, and hold the indemnified persons harmless during the <br />term of this agreement and for four years after the agreement terminates. The authority's <br />indemnification is limited to $3,000,000 per occurrence. The authority shall not inderimify <br />the indemnified persons for the indemnified persons' sole negligence. <br /> <br />I, <br /> <br />B. Indemnity to city property. Authority shall likewise mdemnify and hold harmless the <br />city for any and all.injury or damage tp city property arising out of or in connection with any and all <br />acts or omission (or alleged acts or omission) of authority, its officers, agents, employees, <br />contractors, subcontractors, licensees, or invitees. <br /> <br />'. C. Release. The authority agrees to and shall release the indem.cified persons from <br />all liability for injury, death, damage, or loss to persons or property sustained in connection with or <br />incidental to performance under this agreement, even if the injury, death, damage, or loss is caused <br />by the indemnified persons' sole or concurrent negligence. <br /> <br />D. Defense of Claims. <br /> <br />1. Assumotion of Defense: The Authority is defined as a "Covered Party'" under the <br />Errors and Omissions Liability Coverage Policy of the City of La Porte. As such, the Authority <br />agrees with the City of La Porte to immediately notify Ule City (and the City's insurance carrier) in ' <br />the eV,ent of any claims that are or may be reasonably asserted under said policy. The Authority <br />agrees to cooperate fully with the City and its insurance carrier in defense of any claim asserted <br />against the Authority (or City, if Within the scope of the Authority's duty to indemnify City and the <br />other indemnified parties, as defined in this Agreement) in the event the City's liability insurance <br />carrier provides coverage and a defense of any claim subject to the indemnity provisions of this <br />agreement. In the event the City's liability insurance carrier denies coverage of any claim subject to <br />the indemnity provisions of this agreement, then the Authority may elect to defend said claim at its <br />own expense with counsel chosen by it that-is reasonably satisfactory to the Indemnifi~d Persons. <br />The Authority shall then control the defense and any negotiations to settle the claim. Within 10 days <br />after rec~iving written notice of the indemnification request, the Authority must advise the <br />Indemnified Persons as to whether or not it will defend the claim. If the Authority does not then <br />assume the defense, the Indemnified Persons shall assume and control the defense, and all defense <br />expenses constitute an indemnification loss. <br /> <br />2. Continued Participation. Subject to the foregoing paragraph, if the ~i1thority (after <br />denial of insurance defense coverage) elects to defend the claim; the Indemnified Persons may retain <br />r ' <br />separate coW?-sel at.their o~ expense to participate in (but not control) the defense a~d ~~ participate <br /> <br />. ,"1' <br /> <br />HousIllll:367966.2 <br /> <br />13 <br /> <br />I <br />I <br />