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• <br /> NWS may deliver to the City a written final notice of uncured default in the circumstances <br /> set forth above in this Section 16. In order for such notice to be effective, a copy of the <br /> notice must be delivered to the Office of the City Attorney and labelled "Final Notice of <br /> Uncured Default under Kasch Park Ballfield Management Agreement and License." NWS <br /> may not deliver a final notice of uncured default if at time of delivery there exists an <br /> uncured NWS Event of Default beyond the applicable cure period. Within thirty (30) days <br /> after such notice delivery (or such longer time as NWS in its sole discretion may provide), <br /> the City must (1) cure the City Event(s) of Default and (2) pay to NWS a $2500 <br /> reinstatement fee. If such cure and payments do not so occur, then the Agreement <br /> terminates upon expiry of the thirty(30) days and the City will be deemed for all purposes <br /> to have elected to not cure the City Event(s) of Default and instead to have exercised the <br /> City's right to terminate this Agreement for convenience under Section 5(c) above, with <br /> payment to NWS of the Convenience Termination Payment as set forth in Section 5(c) and <br /> Exhibit C (or Exhibit D, as applicable). <br /> 17. INDEMNIFICATION <br /> (a) Indemnity. NWS shall indemnify, defend and hold harmless the City against and <br /> from any and all claims, actions, damages, liability, costs and expenses for <br /> personal injury or property damage, including attorney's fees, arising out of or <br /> relating to (a) NWS's use of the Ballfield Property or from the conduct of NWS's <br /> business or from any activity, work, or other things done or permitted by NWS in <br /> or about the Ballfield Property, (b) any breach or default in the performance of <br /> any obligation on NWS's part to be performed under the terms of this Agreement, <br /> (c) any act or omission, negligence or NWS misconduct of NWS, or any officer, <br /> agent, employee,guest,or invitee of NWS, and from all costs, damages, attorneys' <br /> fees and liabilities incurred in defense of any such claim in any action or <br /> proceeding brought thereon. NWS, as a material part of the consideration to the <br /> City, hereby assumes all risk of damage to property or injury to persons in, upon <br /> or about the Ballfield Property from any cause other than and to the extent of the <br /> City's gross negligence or willful misconduct. NWS shall give prompt notice to the <br /> City in case of casualty or accident in the Ballfield Property. This Section shall <br /> survive the expiration or termination of this Agreement. For the purposes of this <br /> Agreement, the claims, actions, damages, liability and expenses for which NWS <br /> must indemnify, defend and hold harmless the City are referred to as "Covered <br /> Claims." In this Section, the term "City" means the City, and its officers, <br /> employees, agents, and contractors. <br /> (b) Concurrent Fault. This Section does not purport to indemnify the City against <br /> liability for Covered Claims caused by or resulting from the sole gross negligence <br /> or willful misconduct of the City or from an uncured City Event of Default. If <br /> Covered Claims are caused by or result from the concurrent negligence of (i) the <br /> City and (ii) NWS, its agents, servants, employees, officers, subcontractors, <br /> sublicensees, successors or assigns, then this Section will provide the City the <br /> maximum indemnification permitted by law. <br /> 11 <br />