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Section 11. Administrative Fees. The COUNTY shall be entitled to <br />reimbursement of all costs, including reasonable overhead costs, associated with <br />the administration of this Franchise or costs incurred by the COUNTY for actions <br />undertaken in accordance with Sections 3 & 8 B herein. These costs shall <br />include wages, benefits, equipment, and supplies for activities such as plan <br />review, permit processing, and permit inspections. Such costs shall be billed to <br />Vantage Wind Energy LLC on a quarterly basis and Vantage Wind Energy LLC <br />shall pay such undisputed costs within thirty (30) days of receipt of such bills. <br />Each bill shall include verifiable detail as to the nature of the costs incurred. <br />Failure by Vantage Wind Energy LLC to make full payment of undisputed <br />portions of bills within the time specified shall be considered sufficient grounds <br />for the termination of all rights and privileges existing under this Franchise <br />utilizing the procedures specified in Section 8 A of this Franchise. <br />Section 12. Indemnification. In the construction, installation, repair, operation, <br />and maintenance of its structures and Facilities in the Franchise Route, Vantage <br />Wind Energy LLC shall use reasonable and appropriate precautions to avoid <br />damage to persons or property. Vantage Wind Energy LLC shall indemnify, <br />defend and hold harmless the COUNTY from all claims, actions or damages of <br />every kind or description, including reasonable attorney's and expert witness <br />fees, which may accrue to or be suffered by any person or persons, corporation <br />or property to the extent caused in part or in whole by any negligent act or <br />omission or willful misconduct of Vantage Wind Energy LLC, its officers, agents, <br />servants or employees, carried on in the furtherance of the rights, benefits, and <br />privileges granted to Vantage Wind Energy LLC by this Franchise. In the event <br />any claim or demand is presented to or filed with the COUNTY which gives rise <br />to Vantage Wind Energy LLC's obligation pursuant to this section, the COUNTY <br />shall within a reasonable time notify Vantage Wind Energy LLC thereof and <br />Vantage Wind Energy LLC shall have a right, at its election, to settle or <br />compromise such claim or demand. In the event any claim or action is <br />commenced in which the COUNTY is named a party, and which suit or action is <br />based on a claim or demand which gives rise to Vantage Wind Energy LLC's <br />obligation pursuant to this section, the COUNTY shall promptly notify Vantage <br />Wind Energy LLC thereof, and Vantage Wind Energy LLC shall, at its sole cost <br />and expense, defend such suit or action by attorneys of its own election. In <br />defense of such suit or action, Vantage Wind Energy LLC may at its election and <br />at its sole cost and expense, settle or compromise such suit or action. This <br />section shall not be construed to require Vantage Wind Energy LLC to: (i) protect <br />and save the COUNTY harmless from any claims, actions, or damages; (ii) settle <br />or compromise any claim, demand, suit, or action; (iii) appear in or defend any <br />suit or action; or, (iv) pay any judgment or reimburse the COUNTY's costs and <br />expenses (including reasonable attorney's fees), to the extent such claim arises <br />out of the negligence in part or in whole by any negligent act or omission or willful <br />misconduct of the COUNTY. To the extent of any concurrent negligence between <br />Vantage Wind Energy LLC and the COUNTY, Vantage Wind Energy LLC's <br />obligations under this paragraph shall only extend to its share of negligence or <br />Vantage Wind Energy LLC <br />Franchise Agreement <br />