K. LEE GIFTS 2 -2008 - Laserfiche WebLink

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DO NOT RECORD damage, expenses, costs (including without limitation costs and fees of litigation of any nature) arising out of or in connection with Licensee's performance of this Agreement or Licensee's failure to comply with any of Licensee's obligations contained in the Agreement by Licensee, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of Licensor. In the event Licensor is named as codefendant, Licensee shall notify Licensor of such fact and shall represent Licensor in such legal action unless Licensor undertakes to represent itself as codefendant in such legal action, in which event Licensor shall bear its own litigation costs, expenses and attorney's fees. Licensee further agrees to indemnify, hold harmless, and pay all costs for the defense of the Licensor, including fees and costs for special counsel to be selected by Licensor, regarding any action by a third party 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 of, or effects arising from this Agreement. Licensor may make all reasonable decisions with respect to its representation in any legal proceeding. Section 4.02 Insurance [n addition to the Licensee's covenant to indemnify and hold harmless Licensor, Licensee shall obtain and furnish to Licensor, a policy of general public liability insurance, commercial general liability insurance including motor vehicle coverage covering the License Area and Licensee's equipment. The policy shall indemnify Licensee and Licensor, their officers, agents and employees, while acting within the scope of their duties, against any and all claims arising out of or in connection with the License Area and Licensee's equipment, and shall provide coverage in not less than the following amount: combined single limit bodily injury, personal injury and property damage, liability, of $1,000,000 per occurrence. The City also requires an Additional Insured Endorsement, as attached and incorporated herein as Exhibit C. The policy shall name Licensor, its agents, officers, employees and volunteers as Additional Insureds, and shall specifically provide that any insurance coverage which maybe applicable to the License Area and Licensee's equipment shall be deemed excess coverage and that Licensee's insurance shall be primary. Under no circumstances shall the above-mentioned insurance contain a "deductible" or any other similar form of limitation on the required coverage. Licensee is required to give the Licensor no less than forty five (45) days notice of cancellation or reduction in coverage. No cancellation provision in any insurance policy shall be construed in derogation of the continuous duty of Licensee to furnish insurance during the term of this Agreement. Section 4.03 Property Insurance Licensee shall provide to Licensor, before entering the License Area, and shall maintain in force during the entire term of this Agreement, property insurance with extended coverage endorsements thereon, on the License Area in an amount equal to the full replacement cost and/or value thereof; this policy shall contain a replacement cost endorsement naming Licensee as the insured and shall not contain a co-insurance penalty provision. The policy shall contain a special endorsement that such proceeds shall be