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E. If Promoter fails or refuses to produce or maintain the insurance required by this section or
<br />fails or refuses to furnish the City with required proof that insurance has been procured and is in force and
<br />paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement.
<br />Promoter agrees to indemnify the City for any work performed prior to approval of insurance by the City.
<br />11. INDEMNIFICATION
<br />Promoter agrees to and shall protect, defend, indemnify and save and hold harmless the City, its
<br />officers, agents, employees, special counsel, and representatives from liability, loss, damage, expense or
<br />cost: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising
<br />out of claims for personal injury, including death, and claims for property damage, which may arise from
<br />the direct or indirect operations of the Promoter or its operators, contractors, subcontractors, agents,
<br />employees, or other persons acting on their behalf which relates to the services described in Sections 1, 2
<br />and 3 of this Agreement; and (2) from any claim that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this
<br />Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason
<br />of the events referred to in this Agreement or by reason of the terms of, or effects, arising from this
<br />Agreement. The Promoter further agrees to defend, indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
<br />action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights
<br />arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding.
<br />Promoter shall protect, defend, indemnify and save and hold harmless the City, its officers, officials,
<br />employees, and agents from and against any and all liability, loss, damage, expenses, costs (including
<br />without limitation costs and fees of litigation of any nature) arising out of or in connection with
<br />Promoter's performance of this Agreement or any failure to comply with any of Promoter's obligations
<br />contained in this Agreement by Promoter, its officers, agents, employees or contractors.
<br />12. TRASH/UTILITIES/CLEANUP
<br />Promoter is responsible for the collection and disposal of all trash as specified in the RFP (Exhibit
<br />B) including the providing of the required 40 yard roll-off dumpsters. Promoter is responsible for the
<br />continuous cleaning of the City Park, including the restrooms, at all times while acting pursuant to this
<br />Agreement as set forth in the RFP. The area to be cleaned includes the parking lots and the surrounding
<br />neighborhood and streets. Further, with the exception of the City supplying two (2) potable water
<br />hookups as set forth in the RFP, Promoter is responsible for supplying all utilities to be used during the
<br />Carnival Events, including supplying the required portable toilets as specified in the RFP. Persons
<br />performing clean-up shall be employees or subcontractors of the vendor.
<br />13. HAZARDOUS MATERIALS
<br />Promoter represents and warrants that its use of the Carnival Area herein will not generate any
<br />hazardous substance, and Promoter will not store or dispose on the Park and/or Carnival Area nor
<br />transport to or over the Park and/or Carnival Area any hazardous substance. Promoter further agrees to
<br />clean-up and remediate any hazardous substance on the Park and/or Carnival Area and Property, and hold
<br />City harmless from and indemnify City against any release of any such hazardous substance and any
<br />damage, loss, or expense or liability resulting from such release including all attorneys' fees, costs and
<br />penalties incurred as a result thereof except any release caused by the negligence of City, its employees or
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<br />20B-9
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