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DO NOT RECORD <br />caused by the sole negligence or willful misconduct of City. In the event City is named as <br />codefendant, BTN shall notify City of such fact and shall represent City in such legal action <br />unless City undertakes to represent itself as codefendant in such legal action, in which event City <br />shall bear its own litigation costs, expenses and attorney's fees. BTN further agrees to <br />indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs <br />for special counsel to be selected by City, 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 of the <br />terms of, or effects arising from this Agreement. City may make all reasonable decisions with <br />respect to its representation in any legal proceeding. Notwithstanding the foregoing, City shall <br />indemnify BTN for liability, loss, damage, expense or cost arising out of the use by City, it's <br />officers, officials, employees and agents of the Nursery property unrelated to this Operating <br />Agreement. <br />8. Insurance. <br />a. BTN shall obtain and furnish to City, a policy of general public liability <br />insurance, commercial general liability and property insurance covering the <br />nursery facilities and naming the City, its officers, agents and employees as <br />additional insured(s). The policy shall include, but not be limited to <br />protection against claims arising from bodily and personal injury, including <br />death resulting therefrom and damage to property, resulting from any act or <br />occurrence arising out of BTN's operations in the performance of this <br />Agreement, including, without limitation, acts involving vehicles, and shall <br />provide coverage in not less than the following amount: combined single <br />limit bodily injury, personal injury and property damage, liability, of <br />$1,000,000 per occurrence. The policy shall include an Additional Insured <br />Endorsement, which shall name City, its agents, officers, employees and <br />volunteers as Additional Insureds, and shall specifically provide that any City <br />insurance coverage which may be applicable shall be deemed excess coverage <br />and that BTN's insurance shall be primary, and contain a standard separation <br />of insureds provision. <br />b. The following requirements apply to the insurance to be provided by BTN <br />pursuant to this section: <br />(i) BTN shall maintain all insurance required above in full force and <br />effect for the entire period covered by this Agreement. <br />(ii) Certificates of insurance shall be furnished to the City upon execution <br />of this Agreement and shall be approved in form by the City Attorney. <br />(iii) Certificates and policies shall state that the policies shall not be <br />canceled or reduced in coverage or changed in any other material <br />aspect without thirty (30) days prior written notice to the City. <br />c. If BTN fails or refuses to produce or maintain the insurance required by this <br />section or fails or refuses to furnish the City with required proof that insurance <br />4 <br />