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a. Indemnification. Recipient agrees to indemnify the Department and <br />its agents, employees and officers against, and hold the Department <br />and its agents, employees and officers harmless from, any losses, <br />damages, liabilities, claims, actions, judgments, court costs and legal <br />or other expenses (including attorneys' fees), of every name, kind <br />and description, which the Department may incur as a direct or <br />indirect consequence of: (i) the making of the grant to the Recipient, <br />except for violations of banking laws or regulations by the <br />Department; (ii) Recipient's failure to perform any obligations as and <br />when required by this Agreement or any of the Grant Documents; (iii) <br />any failure at any time of any of Recipient's representations or <br />warranties to be true and correct; (iv) any act or omission by <br />Recipient, any contractor, subcontractor, material supplier, engineer, <br />architect or other person or entity with respect to the Property, or the <br />Work; or (v) the presence of hazardous substances on or at the <br />Property, or the Work. Recipient shall pay immediately upon the <br />Department's demand any amounts owing under this indemnity <br />together with interest from the date the indebtedness arises until paid <br />at the rate of ten percent (10%) per annum. The duty of the Recipient <br />to indemnify and hold harmless includes the duties to defend as set <br />forth in Section 2778 of the Civil Code. Recipient shall indemnify and <br />hold harmless the Department and its agents, officers and <br />employees as set forth herein regardless of the existence or degree <br />of fault or negligence whether active or passive, primary or <br />secondary on the part of the Department or the Recipient or their <br />respective agents, officers, employees, contractors or <br />subcontractors; provided, howevet, that Recipient's duty to indemnify <br />and hold harmless hereunder shall not extend to liability arising from <br />gross negligence or willful misconduct of the Department. Recipient's <br />duty to indemnify the Department shall survive the term of this <br />Agreement or the cancellation of the Standard Agreement. <br />b. Waiver and Release. The Recipient waives and releases any and <br />all rights to any types of express or implied indemnity against the <br />Department or its agents, officers or employees. <br />C. Waiver. The Recipient expressly waives the protections of Section <br />1542 of the Civil Code in relation to subparagraphs (a) and (b) above. <br />29. Further Assurances. At the Department's request and at Recipient's <br />expense, Recipient shall execute, acknowledge and deliver any other <br />instrument and perform any other act necessary, desirable or proper (as <br />determined by the Department) to carry out the purpose of the Grant <br />Documents or to perfect and preserve any liens or covenants created by <br />the Grant Documents. <br />16-AHSC-11200 <br />NOFA 02/29/16 Page 19 of 36 <br />Rev: 03/16/17 <br />Prei,,ft Santa Ana Arts Collective <br />Prep Da,= OS/03.'17 <br />