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<br />Every provision of this Indemnity is intended to be severable. If any provision of <br />this Indemnity or the application of any provision hereof to any Person or circumstance <br />is declared to be illegal, invalid or unenforceable for any reason whatsoever by a court <br />of competent jurisdiction, such invalidity shall not affect the balance of the terms and <br />provisions hereof, or the application of the provision in question to any other Person or <br />circumstance, all of which shall continue in full force and effect. <br /> <br />12. Entire Aqreement. <br /> <br />This Indemnity sets forth the entire agreement between Owner and City relative <br />to the subject matter hereof, and this Indemnity supersedes all prior agreements and <br />understandings relating to the subject matter hereof. <br /> <br />13. Time is of the Essence. <br /> <br />Time is strictly of the essence of this Indemnity. <br /> <br />14. No Waiver. <br /> <br />No failure or delay on the part of City to exercise any power, right or privilege <br />under this Indemnity shall impair any such power, right or privilege, or be construed to <br />be a waiver of any default or an acquiescence therein, nor shall any single or partial <br />exercise of such power, right or privilege preclude other or further exercise thereof or of <br />any other right, power or privilege. No provision of this Indemnity may be changed, <br />waived, discharged or terminated except by an instrument in writing signed by the party <br />against whom enforcement of the change, waiver, discharge or termination is sought. <br /> <br />15. Counterparts. <br /> <br />This Indemnity may be executed in any number of counterparts, each of which <br />shall be deemed an original and all of which shall constitute one and the same <br />Indemnity. Any signature page of this Indemnity may be detached from any counterpart <br />of this Indemnity and reattached to any other counterpart of this Indemnity identical in <br />form hereto but having attached to it one or more additional signature pages. <br /> <br />16. Notices. <br /> <br />Any notice, or other document or demand, required or permitted under this <br />Indemnity shall be in writing addressed to the appropriate address set forth below and <br />shall be deemed delivered on the earliest of (a) actual receipt, (b) the next Business <br />Day after the date when sent by recognized overnight courier for next Business Day <br />delivery, or (c) the second Business Day after the date when sent by certified mail, <br />postage prepaid. Any party may, from time to time, change the address at which such <br />written notices or other documents or demands are to be sent, by giving the other <br />parties written notice of such change in the manner hereinabove provided. <br /> <br />28520513.1 030902 0050P 95173993 <br /> <br />7 <br />