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ATTY/RESO.0020/CC RESO APPROVING AMENDMENTS TO HPP GUIDELINES – EXHIBIT B REV: 05-04-26 LF Page 21 of 86 to Borrower’s indemnity obligations for such legal action. Nothing contained in this Section 410 is intended to be nor shall be deemed or construed to be an express or implied admission that City may be liable to Borrower or any other party for damages or other relief regarding any alleged or established failure of City to comply with any law. Any legal action that is subject to this Section 410 (including any appeal periods and the pendency of any appeals) shall constitute an Enforced Delay and the time periods for performance by any Party under this Agreement may be extended pursuant to the provisions of this Agreement in Section 803. 410.2 Independence of Insurance Obligations. The indemnification obligations made by Borrower under this Agreement shall not be construed or interpreted as in any way restricting, limiting, or modifying Borrower insurance or other obligations under this Agreement. Borrower’s obligation to indemnify City Party under this Agreement is independent of Borrower’s insurance and other obligations under this Agreement. Borrower’s compliance with its insurance obligations and other obligations under this Agreement shall not in any way restrict, limit, or modify Borrower’s indemnification obligations under this Agreement and are independent of Borrower’s indemnification and other obligations under this Agreement. 410.3 Survival of Indemnification and Defense Obligations. The indemnity and defense obligations of the Parties under this Agreement shall survive the expiration or earlier termination of this Agreement, until any and all actual or prospective claims regarding any matter subject to an indemnity obligation under this Agreement are fully, finally, absolutely and completely barred by applicable statutes of limitations. 410.4 Indemnification Procedures. Wherever this Agreement requires any Party to indemnify the other Party: a. Prompt Notice. The indemnifying Party shall promptly notify the other Party of any claim. b. Selection of Counsel. The indemnifying Party shall select counsel reasonably acceptable to the other Party. Counsel to indemnifying Party’s insurance carrier that is providing coverage for a claim shall be deemed reasonably satisfactory, except in the event of a potential or actual conflict of interest for such counsel regarding such representation or such counsel proves to be incompetent regarding such representation. Even though the indemnifying Party shall defend the claim, the other Party may, at its option and its own expense, engage separate counsel to advise it regarding the claim and its defense. The other Party’s separate counsel may attend all proceedings and meetings. The indemnifying Party’s counsel shall actively consult with the other Party’s separate counsel. The indemnifying Party’s counsel shall, however, control the defense, except to the extent that the other Party waives its rights to indemnity and defense of such Claim. c. Cooperation. The other Party shall reasonably cooperate with the indemnifying Party’s defense of the other Party. d. Settlement. The indemnifying Party may only settle a claim without the consent of other Party, if the claim is within the policy limits of applicable insurance policies provided in satisfaction of the requirements of this Agreement and such settlement procures a