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DO NOT RECORD
<br />Licensee shall protect, defend, indemnify and save and hold harmless Licensor, its
<br />officers, officials, employees, and agents from and against any and all liability, loss,
<br />damage, expenses, costs (including without limitation costs and fees of litigation of any
<br />nature) arising out of or in connection with Licensee's performance of this Agreement or
<br />Licensee's failure to comply with any of Licensee's obligations contained in the
<br />Agreement by Licensee, its officers, agents or employees except such loss or damage
<br />which was caused by the sole negligence or willful misconduct of Licensor. In the event
<br />Licensor is named as codefendant, Licensee shall notify Licensor of such fact and shall
<br />represent Licensor in such legal action unless Licensor undertakes to represent itself as
<br />codefendant in such legal action, in which event Licensor shall bear its own litigation
<br />costs, expenses and attorney's fees. Licensee further agrees to indemnify, hold harmless,
<br />and pay all costs for the defense of the Licensor, including fees and costs for special
<br />counsel to be selected by Licensor, regarding any action by a third party challenging the
<br />validity of this Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason
<br />of the terms of, or effects arising from this Agreement. Licensor may make all
<br />reasonable decisions with respect to its representation in any legal proceeding.
<br />Section 4.02 Insurance
<br />In addition to the Licensee's covenant to indemnify and hold harmless Licensor, Licensee
<br />shall obtain and furnish to Licensor, a policy of general public liability insurance,
<br />commercial general liability insurance including motor vehicle coverage covering the
<br />License Area. The policy shall indemnify Licensee and Licensor, their officers, agents
<br />and employees, while acting within the scope of their duties, against any and all claims
<br />arising out of or in connection with the License Area, and shall provide coverage in not
<br />less than the following amount: combined single limit bodily injury, personal injury and
<br />property damage, liability, of $3,000,000 per occurrence. The City also requires an
<br />Additional Insured Endorsement, as attached and incorporated herein as Exhibit D. The
<br />policy shall name Licensor, its agents, officers, employees and volunteers as Additional
<br />Insureds, and shall specifically provide that any insurance coverage which maybe
<br />applicable to the License Area shall be deemed excess coverage and that Licensee's
<br />insurance shall be primary. Under no circumstances shall the above-mentioned insurance
<br />contain a "deductible" or any other similar form of limitation on the required coverage.
<br />Licensee is required to give the Licensor no less than thirty (30) days notice of
<br />cancellation or reduction in coverage. No cancellation provision in any insurance policy
<br />shall be construed in derogation of the continuous duty of Licensee to furnish insurance
<br />during the term of this Agreement.
<br />Section 4.03 Property Insurance
<br />Licensee shall provide to Licensor, before entering the License Area, and shall maintain
<br />in force during the entire term of this Agreement, property insurance with extended
<br />coverage endorsements thereon, on the License Area in an amount equal to the full
<br />replacement cost and/or value thereof; this policy shall contain a replacement cost
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<br />250-6
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