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16. Indemnification:
<br />(a) Grantee agrees to indemnify, defend and hold harmless Foundation, its parent, subsidiary and
<br />affiliated companies, sponsors, benefactors, donors, officers, directors, employees, accountants,
<br />attorneys, agents, successors and assigns ("Foundation Parties") from and against any and all third
<br />party claims, demands, losses, damages, liabilities, costs and expenses (including reasonable
<br />legal/attorneys' fees and expenses arising out of or related to any legal proceeding and any legal
<br />appeal) ("Claim" or "Claims") related to the Grant, the Mini Pitch or this Agreement and
<br />liabilities of any kind or nature whatsoever, whether in contract, tort, or otherwise, resulting from
<br />any claim (including, without limitation, personal injury, death, or property damage) actually or
<br />allegedly arising out of or in connection with the maintenance, location, or condition of the Mini
<br />Pitch, or any person's use of the Mini Pitch, whether authorized or unauthorized, proper or
<br />improper. Grantee's indemnification obligation hereunder shall survive the expiration or earlier
<br />termination of this Agreement. Without limiting this obligation, Grantee will maintain the
<br />insurance described in Section 17 of this Agreement.
<br />Grantee represents to Foundation that the Mini Pitch does not violate any applicable law,
<br />regulation, ordinance, lease, or otherwise violate the rights of any person or entity.
<br />(b) Grantor agrees to indemnify Grantee during the installation of the Mini Pitch by Foundation or
<br />its subcontractors and when Foundation or third parties at the direction of Foundation utilizes the
<br />Mini -Pitch thereafter as follows: Foundation agrees to defend, and shall indemnify and hold
<br />harmless the Grantee, its officers, agents, employees, contractors, special counsel, and
<br />representatives from liability: (1) for personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief arising out of claims for personal injury, including death, and claims
<br />for property damage, which may arise from the negligent operations of the Foundation, its
<br />subcontractors, agents, employees, or other persons acting on its behalf, and (2) from any claim
<br />that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by
<br />reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable
<br />relief suffered, or alleged to have been suffered, by reason of the events referred to in this Sub -
<br />Section or by reason of the terms of, or effects, arising from this Agreement. Notwithstanding
<br />the foregoing, to the extent Foundation, its agents or subcontractor's services are subject to Civil
<br />Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code
<br />Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or
<br />willful misconduct of the Foundation, its agents or subcontractors.
<br />17. Insurance Requirements:
<br />(a) Insurance Requirements of the Mini Pitch. At all times while the Mini Pitch is in place, Grantee
<br />shall provide and maintain, at its expense, the following insurance, or appropriate self-insurance,
<br />which shall protect Grantee and the Foundation on a primary basis from any and all Claims arising
<br />out of or in connection with the Grant Project and the Mini Pitch pursuant to this Agreement:
<br />(i) Commercial General Liability insurance with limits not less than $1,000,000 each occurrence
<br />and $2,000,000 in the aggregate. Such insurance shall include coverage for contractual
<br />liability, premises liability, products -completed operations, personal and advertising injury,
<br />property damage and bodily injury liability (including death). Said policy shall be endorsed
<br />to naive the Foundation and Foundation Parties as Additional hisureds.
<br />(ii) Automobile Liability insurance covering liability arising out of the Grantee's use, operation
<br />and/or maintenance of any auto (including trucks and other construction vehicles), with
<br />limits not less than $1,000,000 each accident combined single limit for bodily injury.
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