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Licensee may at any time terminate the license created by this Agreement by prior written notice pursuant
<br />to Section 2.1 of this Agreement to the City.
<br />1.11 Compliance with Laws; Repul�ryApprovals. Licensee shall, at its sole expense, conduct and
<br />cause to be conducted all activities on the Facilities in compliance with all laws, regulations, codes, ordinances and
<br />orders of any governmental or other regulatory entity, and whether or not in the contemplation of the parties.
<br />1.12 Indemnification. Licensee shall indemnify, defend, and hold harmless City, and its respective
<br />agents, representatives, employees, subsidiaries and affiliates ("Covered Parties") from and against any and all
<br />actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries and damages to persons and
<br />property, including death, arising out of or related to Licensee's use of the License Area, the entry by any Licensee
<br />Party on the License Area or any portion of the Property or surrounding property, or Licensee's breach or default
<br />in the performance of any of its obligations under this Agreement; provided, however, that Licensee will not be
<br />obligated to indemnify the Covered Parties from any claims arising solely from the gross negligence or willful
<br />misconduct of a Covered Party. If any action or proceeding is brought against any Covered Party by reason of any
<br />such claim, Licensee, upon receipt of written notice from Covered Party, shall defend the same at Licensee's
<br />expense with legal counsel reasonably acceptable to Covered Party. Payment of any settlement or judgment by
<br />Covered Parties shall not be a condition precedent to recovery under any indemnification in this Agreement, and a
<br />finding of liability or an obligation to indemnity shall not be a condition precedent to the duty to defend. The
<br />provisions of this Section 1.12 shall survive the termination or expiration of this Agreement.
<br />1.13 Commercial General Liability Insurance. Licensee shall maintain commercial general liability
<br />insurance which shall include, but not be limited to, protection against claims arising from bodily and personal
<br />injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out
<br />of Licensee's use of the license area, including, without limitation, acts involving vehicles. The amounts of
<br />insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including
<br />death resulting therefrom, and property damage, in the total amount of $2,000,000 per occurrence and $5,000,000
<br />in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and
<br />representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-
<br />insurance programs maintained by the City; and (c) contain standard separation of insured's provisions.
<br />1.14 Certificates of Insurance; Additional Insured Endorsements. Prior to execution of this Agreement,
<br />Licensee shall furnish to City certificates of insurance and additional insured status on Licensee's commercial
<br />general liability insurance policy, evidencing the foregoing insurance coverages as required by this Agreement.
<br />These certificates shall:
<br />a. provide the name and policy number of each carrier and policy;
<br />b. shall state that the policy is currently in force; and
<br />C. shall promise to provide that such policies will not be canceled, suspended, voided, reduced in
<br />coverage or in limits, or modified without notice to City as soon as reasonably practicable or in
<br />accordance with policy provisions, whichever is earlier.
<br />Licensee shall maintain the foregoing insurance coverages in force throughout the term of this Agreement.
<br />The requirement for carrying the foregoing insurance coverages shall not derogate or serve to limit from the
<br />provisions for indemnification of City by Licensee under the Agreement. City or its representatives shall at all
<br />times have the right to demand the original or a copy of all these policies of insurance, which Licensee shall provide
<br />within five (5) days of City's request.
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