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sectjon 11. AdministratiYp Fpqg. The couNTY shall be entitled to reimbursement of ng reasonable overhead costs' associated with the administration oi tnir Franchise or costs incurred by the COUNTY for actions undertaken in accordance with sections 3 & I B herein. These costs shall include wages, benefits, equipment, and supplies fo-r activities such as plan review, permit pro."6ing, and permit inspections. Such,costs shall be billed to Vantage Wind Energy Lt-t on a quarterly'ba91s_31d Vanlage Win{ Enqrql.f-t-C rr.1"iip?V suctr unOis'tjrt"+"ottt witnin ttrirty (SO) days of receipt of such bills' E "f''Uifi shall include veritiaUfe detail as to the nature of the costs lncurred' Failure by Vantage wino Energy LLC to make full payment of undisputed portionu of Uitts rnTitnin if"r" ti*. dpecified shall be considered sufficient grounds for the termination oi all rights and privileges existing under this Franchise utitiiing the procedures sflecified in Section B A of this Franchise. section 12. lndemnification.ln the construction, installation, repair, operation, and rnaintenance diits strlrctlrres and Facitities in the Franchise Route, Vantage WinO fn"rgy LLC snait uie reasonable and appropriate precautions to avoid damage to persons oi piop"tty, Vantage Wind Fngr.gy LLC shall indemnify, defend and hold narmless'the'COUNTV from all claims, actions or damages of every kind or description, including reasonable attorney's and expert witness fees, which ruy u"Jir" io ot be s-uffered by any person or persons, corporation oi pioperty to the extent caused in pafi or in whole by any neglige-nt act or omission or willful misconduct of Vantage Wind Energy LLC, its officers, agents, servants or employees, carried on in th6 furtherance bt ttre rights, benefits' and priuif"g*t granieOioVrnt"g. Wi$ Energy LLC by this Franchise' ln the event iny rflir 6r demand ir br"iented to or tii6O witn tire COUNTY which gives rise to Vantage Wind fnligy f[C's obligation pursuant to this section, the COUNTY shallwithin " ,""ron"616 iir" notify Vantage Wind Energy LLC thereof and Vantage Wind Energy LLC shall have a right, at its election, to settle or comprimise such .f-"it or demand. ln the event any claim or action is commenced in whilh the COUNTY is named a party, and which suit or action is based on a claim oi cemano which gives rise to vantage Wind Energy LLC's rOfigrti"t pursuant to this section, the COUNTY shall promptly notify Vantage Win"O fn"tgy LLC ttrereof, and Vantage Wind Energy LLC shall, at its sole cost unJ r"p"ni", O"f"nO suctr suit or action by attorneys of its own election' In defense of such suit or action, Vantage W[nd Energy LLC may at its election and ai its sote cost and "*p"nr", settle oicompromise such-suit or action' This section shall not be construed to require Vantage Wind Energy LLC to: (i).protect and save the COUNTY harmless from any claims' actions, or damages; (ii) settle or compromise any "t"ir, demand, suit, or action; (iii) appear in-or defend any suit or action; or, tivipay any judgment or reimburse the COUNTY's costs and .rp"nr"t (including't""'tonitjfe ittorney's fees), to.the extent such claim arises out of the negligendr in patt or in whole by any'negligent act or omission or willful misconduct of the cbur\rrv To the exteni of any concurrent negligence_between Vantage Wind EnergyllC ano the COUNTY, Vantage Wind Energy LLC's onfig;tont under tfris paragraph shall only extend to its share of negligence or Vantage Wind EnergY LLC Franchise Agreement 9