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4) Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. 5) Concessionaire shall supply City with a fully executed additional insured endorsement. G. If Concessionaire fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Concessionaire's right to be paid for its time and materials expended prior to notification of termination. Concessionaire waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 12. INDEMNIFICATION A. Concessionaire agrees to indemnify, defend and hold harmless the City, its officers, agents, employees and contractors (the "Indemnified Parties") from all Damages (as defined in paragraph (13)), including without limitation, Damages involving claims for personal injury, wrongful death and property damage, that arise or may be asserted by a third party against the City as a result of (i) the negligence or willful misconduct of Concessionaire, its agents, employees, contractors or others acting expressly on its behalf while providing services at the locations designated in this Agreement; or (ii) the violation of any federal or state law, rule or regulation applicable to the provision of the services by Concessionaire. The foregoing indemnity will not apply to the extent that Damages were caused by (x) an affirmative act of the Indemnified Parties that is negligent and was the proximate cause of an injury; or (y) the intentional misconduct of the Indemnified Parties. B As used herein, "Damages" shall mean all actual and direct liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings, assessments, levies, losses, fines, penalties, damages, costs and expenses, in each case as awarded by a court or arbitrator, including without limitation, reasonable attorneys', accountants', investigators', and experts' fees and expenses sustained or incurred in connection with the defense or investigation of any such liability. C. Promptly following receipt of any written claim or legal proceeding asserted by a person or entity who is not a party to this Agreement (a "Third -Party Claim"), the Indemnified Parties shall notify Concessionaire of such claim in writing. Concessionaire shall have a period of 30 days (or such lesser period as may be required to timely respond to a Third -Party Claim) following the receipt of such notice to assume the defense thereof and Concessionaire shall thereafter undertake and diligently pursue the defense of the Third -Party Claim. Concessionaire shall reimburse Indemnified Parties for any legal expense reasonably incurred by Indemnified Parties to timely respond to a Third -Party Claim prior to Concessionaire assuming the defense thereof.