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<br />the Metro Flood Diversion Authority, and, if applicable, the P3 Developer. The policies must
<br />contain a provision that the policies and any endorsements may not be cancelled or modified, insomuch as it affects coverage required herein, without thirty (30) days’ prior written notice to eacg of the additionally insured parties. Within five (5) days of the execution of this Agreement, the Utility will deliver to the Metro Flood Diversion Authority certificates of insurance and endorsements certifying that the insurance required under this Agreement is in
<br />full force and effect. The Utility will release, defend, indemnify, protect, and hold harmless the Metro Flood Diversion Authority, CCJWRD, and the P3 Developer, as well as the officers, agents, representatives, employees, or contractors of the Metro Flood Diversion Authority, CCJWRD, and P3 Developer, in excess of the minimum insurance requirements set forth above. The receipt by the Metro Flood Diversion Authority, CCJWRD, and, if applicable, the P3 Developer of any policies and endorsements required under this Agreement does not in any way affect the Utility’s duties and obligations to maintain the insurance required under this Agreement. The Utility must ensure that any of the Utility’s contractors, subcontractors, and material suppliers purchase and maintain the same insurance with the same conditions and terms required of the Utility under this Agreement.
<br /> Section 12.04 INDEMNIFICATION. The Utility agrees to release, defend, indemnify, protect, and hold harmless the Metro Flood Diversion Authority and its member entities, and
<br />the P3 Developer, and the successors and assigns, as well as the officers, agents, representatives,
<br />employees, consultants, and contractors of the Metro Flood Diversion Authority and its member entities, and the P3 Developer, from and against any and all liability arising from claims, suits, actions, administrative proceedings, costs (including reimbursement for reasonable attorneys' fees and costs of investigation), expenses, damages, losses, fines, interest, penalties,
<br />assessments, judgments, demands, causes of action and litigation/arbitration of any kind or
<br />character (individually, a "Claim" and collectively, "Claims"), together with all other costs and expenses of any kind or nature suffered by or asserted as a result of, arising out of, or are in any way connected with the use of or entry upon the Pipeline Easement Property by the Utility or by any of the Utility's agents, contractors, subcontractors, material suppliers, members, guests,
<br />or invitees; Utility's activities, omissions, or work on or about the Pipeline Easement Property;
<br />the activities, omissions, or work of any of Utility's agents, contractors, subcontractors, material suppliers, members, guests, or invitees on or about the Pipeline Easement Property; or as a result of Utility's performance or failure to perform under this Agreement, that may be imposed on, incurred by or asserted by a third party against the Metro Flood Diversion Authority and its
<br />member entities, and/or the P3 Developer, and including any costs, expenses, and attorneys' fees
<br />incurred in establishing the indemnification provided in this Agreement. The liability assumed by the Utility will not be affected the fact, if it is a fact, that any destruction, damage, death, injury, or Claim was occasioned by or contributed to by the negligence of the Metro Flood Diversion Authority and its member entities, or the P3 Developer, or the officers, agents,
<br />representatives, employees, consultants, and contractors of the Metro Flood Diversion Authority and its member entities, and the P3 Developer. The Utility may not settle any indemnified Claim unless such settlement includes a release of the Metro Flood Diversion Authority, its member entities, and the P3 Developer.
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