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A. Licensee, and every contractor Licensee hires, shall each maintain commercial
<br />general liability insurance with a combined single limit of not less than
<br />$1,000,000 per occurrence covering the License Area. Such insurance shall: (1)
<br />name the City of Santa Ana, its officers, agents, employees, and volunteers as
<br />additional insureds; (2) be primary with respect to insurance or self-insurance
<br />programs maintained by the Licensor, and (3) contain standard separation of
<br />insureds provisions.
<br />B. Licensee shall, prior to and as a condition precedent of exercising any rights under
<br />this LCA, (i) furnish properly executed certificates of insurance to the Licensor,
<br />which certificates shall clearly evidence all coverages required in Section 7(a) of
<br />this Agreement, and agree that such insurance shall not be materially changed or
<br />terminated except upon 30 days prior written notice to the Licensor, (ii) attach a
<br />completed and signed copy of the Licensor's "Additional Insured Endorsement"
<br />form, a copy of which is attached hereto as Exhibit "B", to the certificates of
<br />insurance noted above; (iii) maintain such insurance from the commencement
<br />date of this LCA until the Termination date of same; and (iv) replace such
<br />certificates of insurance for policies expiring prior to the termination date of this
<br />LCA.
<br />7. INDEMNITY
<br />Licensee shall indemnify, defend and hold harmless Licensor, its officers, agents,
<br />employees and volunteers from and against any and all loss or damage, expenses,
<br />injuries, death to any person or damage to property, including property and
<br />employees, volunteers, officers or agents of Licensor or Licensee, and shall
<br />indemnify, defend and hold harmless Licensor, its officers, agents, employees and
<br />volunteers from all claims, demands, suits, actions or proceedings of any kind,
<br />and shall be responsible for any and all costs and expenses, including but not
<br />limited to reasonable attorneys' fees, settlements or judgment, arising out of the
<br />construction, reconstruction, maintenance, presence, operation, use, removal or
<br />state of repair, of the License Area.
<br />8. GOVERNING LAW
<br />This LCA shall be governed by and construed in accordance with the laws of the
<br />State of California.
<br />9. ENTIRE AGREEMENT
<br />This LCA, together with all attachments and Exhibits hereto, constitutes the entire
<br />understanding and Agreement of the Parties. This LCA supersedes any and all
<br />other Agreements, whether oral or written, between the Parties hereto with respect
<br />to the terms set forth in this LCA and contains all the covenants, conditions, terms
<br />and Agreements between the Parties with respect to the subject matter herein
<br />NON-EXCLUSIVE LICENSE & CONSTRUCTION AGREEMENT
<br />Page 6 of 11
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