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or destruction, notify the City of the Operator's intent not to repair or rebuild the
<br />damaged or destroyed Facility. If the Operator so notifies the City, then the Agreement
<br />shall immediately terminate.
<br />Operator and City agree that if the cost of repair is less than $3,000.00,
<br />Operator will be solely responsible for the repairs. In the event that the cost of repairs is
<br />over $3,000.00, the City and Operator will share in the cost of repairs. The percentage of
<br />shared cost will be on a case by case basis, based on the cause and extent of the damage.
<br />10. Indemnification, Defense, Hold Harmless. Operator shall protect, defend,
<br />indemnify and save and hold harmless City, its officers, officials, employees, and agents
<br />from and against any and all liability, loss, damage, expenses, costs (including without
<br />limitation costs and fees of litigation of any nature) arising out of or in connection with
<br />Operator's performance of this Agreement or Operator's failure to comply with any of
<br />Operator's obligations contained in this Agreement by Operator, its officers, agents or
<br />employees except such loss or damage which was caused by the sole negligence or
<br />willful misconduct of City. In the event City is named as codefendant, Operator shall
<br />notify City of such fact and shall represent City in such legal action unless City
<br />undertakes to represent itself in such legal action. Operator further agrees to indemnify,
<br />hold harmless, and pay all costs for the defense of the City, including fees and costs for
<br />special counsel to be selected by City, regarding any action by a third party challenging
<br />the validity of this Agreement, or asserting that personal injury, damages, just
<br />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
<br />all reasonable decisions with respect to its representation in any legal proceeding.
<br />11. Insurance.
<br />A. In addition to the Operator's covenant to indemnify and hold harmless City,
<br />Operator shall obtain and furnish to City, a policy of general public liability
<br />insurance, commercial general liability insurance covering the Facilities and
<br />Operator's property. The policy shall indemnify Operator and City, their officers,
<br />agents and employees, while acting within the scope of their duties, against any
<br />and all claims arising out of or in connection with the Facilities and Operator's
<br />property, and shall provide coverage in not less than the following amount:
<br />combined single limit bodily injury, personal injury and property damage,
<br />liability, of $1,000,000 per occurrence.
<br />B. To maintain a safe environment, Operator shall provide a Youth Protection
<br />Policy and proof of Sexual Abuse & Molestation insurance coverage of at least
<br />$1,000,000. Operator will be held accountable for conducting a background
<br />clearance (live-scan) for staff that have direct interaction with youth participants.
<br />C. The City also requires an Additional Insured Endorsement, as attached and
<br />incorporated herein as Exhibit D. The policy shall name City, its agents, officers,
<br />employees and volunteers as Additional Insureds, and shall specifically provide
<br />that any City insurance coverage which may be applicable to the Facilities and
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<br />25G-10
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