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of LESSOR which shall not be unreasonably withheld, conditioned or delayed. Any such changes are subject to the
<br />provisions of Section 13 contained herein below. LESSEE shall be responsible for the cost of any and all damage to
<br />the Property including but not limited to concrete and/or asphalt, buildings and/or appurtenances caused by
<br />LESSEE. LESSOR at its discretion may require LESSEE to repair and or replace said damages or contract for said
<br />services and bill LESSEE. The cost of said repairs can be subtracted from any deposits retained by LESSOR.
<br />LESSEE shall have the right to install any warning signs on or about the Premises required by federal, state or local
<br />law.
<br />LESSEE's Facilities shall be constructed and maintained in a manner and with materials that are consistent
<br />with the approved plans for the project. The materials actually used must match up with the proposed materials and
<br />artistic renderings. LESSOR shall provide LESSEE, LESSEE's employees, agents, contractors, subcontractors and
<br />assigns with access to the Premises twenty-four (24) hours a day, seven (7) days a week, at no charge to LESSEE.
<br />LESSOR represents and warrants that it has full rights of ingress to and egress from the Premises, and hereby grants
<br />such rights to LESSEE to the extent required to construct, maintain, install and operate LESSEE's Facilities on the
<br />Premises, and to remove them therefrom. LESSOR shall, at its sole expense, maintain all access roadways from the
<br />nearest public roadway to the Premises in a manner sufficient to allow reasonable access to the Premises by
<br />LESSOR. Except in cases of emergency, LESSEE agrees to provide twenty-four hours notice to LESSOR before
<br />any installation, maintenance, replacement or repair is to take place on the Premises. In the event that maintenance
<br />is required, such as the repainting of LESSEE's Facilities, such maintenance must be completed by LESSEE within
<br />thirty (30) days.
<br />11. INDEMNIFICATION.
<br />A. LESSEE's Indemnity. LESSEE shall indemnify, defend and hold LESSOR its officers,
<br />employees, successors and assigns harmless from and against any and all loss, cost, claim, liability ("Claims")
<br />occurring on the Premises and arising out of or connected with the negligence or willful misconduct of LESSEE, its
<br />officers, agents, employees, or contractors except for Claims arising out of (i) the negligence or willful misconduct
<br />of LESSOR, its officers, agents, employees, successors, assigns, or contractors; (ii) violation of law by LESSOR, its
<br />officers, agents, employees, or contractors; (iii) the breach of any duty or obligation by LESSOR under this
<br />Agreement; or (iv) any condition relating to the Premises which LESSEE has no obligation to repair or maintain.
<br />B. LESSOR's Indemnity. LESSOR shall indemnify, defend and hold LESSEE, its
<br />officers, employees, successors and assigns harmless from and against any and all loss, cost, claim, liability
<br />("Claims") occurring on the Premises and arising out of or connected with the negligence or willful misconduct of
<br />LESSOR, its officers, agents, employees, or contractors, including, but not limited to City Business as defined in
<br />Section 17 below, except for Claims arising out of (i) the negligence or willful misconduct of LESSEE, its officers,
<br />agents, employees, or contractors; (ii) violation of law by LESSEE, its officers, agents, employees, or contractors;
<br />(iii) the breach of any duty or obligation by LESSEE under this Agreement; or (iv) any condition relating to the
<br />Premises which LESSOR has no obligation to repair or maintain.
<br />12. INSURANCE.
<br />A. In accordance with the provisions of Section 3300 of the Labor Code, if LESSEE has any
<br />employees it is required to be insured against liability for worker's compensation or to undertake self-insurance.
<br />Prior to commencing performance of this Agreement, LESSEE agrees to obtain and maintain employer's liability
<br />insurance with limits not less than $1,000,000 per accident. If LESSEE has no employees, nor workers'
<br />compensation coverage, it must execute a Declaration available from LESSOR, and update as is necessary.
<br />B. LESSEE shall obtain, at its sole cost, a policy or policies of commercial general liability
<br />insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence.
<br />Such insurance shall: (1) name LESSOR, its officers, agents, representatives, employees and
<br />volunteers as additional insureds (see sample Exhibit Q (2) be primary with respect to insurance or self-insurance
<br />programs maintained by LESSOR, except claims resulting from LESSOR's negligence or misconduct; (3) contain
<br />standard separation of insured's provisions; and (4) give to LESSOR prompt and timely notice of claim made or suit
<br />instituted arising out of LESSEE's operations hereunder.
<br />LESSEE shall: (a) prior to exercising any right under this Agreement, furnish properly executed
<br />certificates of insurance and additional insured endorsement to LESSOR which shall clearly evidence all coverages
<br />Site #: LA13160A 3
<br />Site Name: Carl Thornton Park
<br />Date: 3/20/2009
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