Item 27 - Change to the Facilities Use Agreement with Training & Research Foundation

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feasible, TRF will be assessed a proportional share of all utility charges noted above, on a monthly basis, as determined in writing by the Parties. 9. Compliance with Laws and Licensing. TRF shall comply with all applicable federal, state and local laws. TRF shall at all times during the term of this Agreement have and maintain in force any and all licenses, permits or approvals required by law for the conduct of TRF's activities under this Agreement. This includes all state licensing for daycare or childcare activities. 10. Indemnification. TRF shall defend, indemnify, and hold harmless the City and its officers, officials, employees, and volunteers from and against any claims, liabilities, damages, losses, costs, expenses incurred or suffered by City on account of any personal injuries or property damage caused by the use of Facilities pursuant to this Agreement or any activity or negligent omission of TRF or its employees, agents, volunteers or contractors. In the event that City is named as a codefendant, TRF shall notify City of such fact and shall represent City in such legal action unless City undertakes to represent itself in such legal action. TRF further agrees to indemnify, hold harmless, and pay all costs of defense of the City, including fees and cost for special counsel to be selected by the City, regarding any action challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms, or effects of this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceedings. 11. Insurance. TRF shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property which may arise from or in connection with the use allowed hereunder and the results of that use by TRF, its agents, representatives, employees and subcontractors pursuant to the scope and coverage noted below: A. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. B. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if TRF has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. Facilities Use Agreement With Training and Research Foundation 4