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The City acknowledges that federal regulations may require a public hearing or other process prior <br />to modifying, changing the use or disposing of such real property. <br />17. Indemnification. The County shall not assume any liability for the acts, omissions to act or <br />negligence of the City, its agent, servants, or employees; nor shall the City exclude liability for its <br />own acts, omissions to act, or negligence arising out of the City's performance pursuant to this <br />Agreement. The City shall indemnify and hold harmless the County and its officers, employees and <br />agents or instrumentalities from any and all liabilities, losses or damages, agents or of any kind <br />nature arising out of, relating or resulting from performance of this Agreement by the Awardee <br />shall pay all claims and losses in connection therewith and shall investigate and defend all claims, <br />suits or actions of any kind of nature in the name of the County, where applicable, including <br />appellate proceedings, and shall pay all cost, judgments, and attorney's fees which may issue <br />thereon. The City expressly understands and agrees that any insurance protection required by this <br />agreement or otherwise provided by the Awardee shall in no way limit the responsibility to <br />indemnify, keep and save harmless and defend the County or its officers, employees, agents and <br />instrumentalities as herein provided. Nothing herein is indented to serve as a waiver of sovereign <br />immunity by the County nor shall anything herein be construed as consent by the County to be <br />sued by third parties in any matter arising out of this Agreement. The provisions of this section <br />survive the termination of expiration of this Agreement. <br />18. The County and City agree that neither the County nor the City shall sell, trade, or otherwise transfer <br />all or any such portion of the Federal Funds to another metropolitan city, urban county, unit of <br />general local government, or Indian tribe, or insular area that directly or indirectly receives CDBG <br />funds in exchange for any other funds, credits or non -Federal considerations, but must use such <br />funds for activities eligible under Title I of the Housing and Community Development Act of 1974, <br />as amended. <br />.19 <br />