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a. LICENSEE shall maintain commercial general liability insurance, or
<br />equivalent form, with a combined single limit of not less than $1,000,000 per
<br />occurrence covering the License Area. Such insurance shall: (1) name the
<br />City of Santa Ana, its officers, agents, employees and volunteers as
<br />additional insured's; (2) be primary and not -contributory with respect to
<br />insurance or self-insurance programs maintained by the LICENSOR, and (3)
<br />contain standard separation of insured's provisions.
<br />b. LICENSEE shall, prior to and as a condition of exercising any rights under
<br />this License Agreement, (i) furnish properly executed certificates of insurance
<br />to the LICENSOR, which certificates shall clearly evidence all coverage's
<br />required above and provide that such insurance shall not be materially
<br />changed or terminated except with 30 days prior written notice to the
<br />LICENSOR (ii) provide an "Additional Insured Endorsement" form, to the
<br />certificates of insurance with additional insured coverage as noted above,
<br />which shall be approved by the City Attorney; (iii) maintain such insurance for
<br />the duration of the Project.
<br />9. INDEMNITY
<br />LICENSEE shall indemnify, defend and hold harmless LICENSOR, its officers,
<br />agents, employees and volunteers from and against any and all loss or damage,
<br />expenses, injuries, death to any person or damage to property, including property and
<br />employees, volunteers, officers or agents of LICENSOR or LICENSEE, and shall
<br />indemnify, defend and hold harmless LICENSOR, its officers, agents, employees and
<br />volunteers from all claims, demands, suits, actions or proceedings of any kind, and all
<br />costs and expenses, including but not limited to reasonable attorneys' fees, settlements
<br />or judgment, arising out of the construction, reconstruction, maintenance, presence,
<br />operation, use, removal or state of repair, of the License Area. LICENSEE shall not,
<br />however, be responsible or liable for any and all loss or damages, expenses, injuries,
<br />death to any person or damage to any property arising out of the sole negligence or
<br />willful misconduct of LICENSOR.
<br />10. GOVERNING LAW
<br />This License shall be governed by and construed in accordance with the laws of
<br />the State of California.
<br />11. ENTIRE AGREEMENT
<br />This License, together with all attachments hereto, constitutes the entire
<br />understanding and agreement of the parties. It supersedes any and all other
<br />agreements either oral or in writing between the parties hereto with respect to the terms
<br />set forth in this License and contains all the covenants and agreements between the
<br />parties with respect thereto. Each party to this License acknowledges that no
<br />representation, inducements, promises or agreements, orally or otherwise, have been
<br />made by any party, or anyone acting on behalf of any party, with respect to such
<br />services, which are not embodied herein, and that no amendment hereto shall be
<br />effective unless set forth in writing, approved by the LICENSOR and LICENSEE.
<br />12. INDEPENDENT CONTRACTOR
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