25A - AGMT - OUTDOOR ADVERTISING

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(d) Each insurance policy required by this Section 10.1 must be endorsed to state that coverage will not be suspended, voided, canceled by the insurer or the insured, or reduced in coverage or in limits except after thirty (30) days prior written notice has been given to the City. (e) All Vision shall provide the City certificates of insurance and (for the endorsements specifically required above) endorsements evidencing the issuance of the insurance coverage required by this Agreement, which shall be approved in form by the City. Upon the City's request, All Vision shall submit copies of all required insurance policies, including the endorsements affecting the coverage required by this Agreement. (f) If All Vision fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for and fails to correct that failure within thirty days after receipt of the City's notice to do so, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect All Vision's right to be paid for services rendered prior to notification of termination. 10.2 Damages. To the fullest extent permitted by law, each party hereby waives the right to recover from the other party, in any action arising out of or related to this Agreement or the City Property, any consequential or incidental damages and any punitive or exemplary damages whatsoever, regardless of the legal theory or cause of action on which such claim for damages may be based and regardless of when such claim accrues. The foregoing sentence is not to be construed to limit a party's ability to recover direct actual damages, including lost profits to the extent they are properly categorized as direct actual damages. The provisions of this Section 10.2 survive the expiration or other termination of this Agreement. 10.3 All Vision Not a Guarantor. All Vision is not a guarantor of the obligations of any vendor or other third party doing business with the City with respect to any Signs or the transit oriented advertising program and will have no obligation to pay any amount owed by any such third parties or otherwise cure the default of any such third party. The foregoing does not apply to sales agents engaged by All Vision and does not limit any liability that All Vision might have to the City for the acts or omissions of All Vision itself or such sales agents. 10.4 Indemnification. All Vision agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise due to negligent acts, omissions or willful misconduct, from the direct or indirect operations of All Vision or its contractors, subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from, and to the extent of All Vision's, negligent acts, omissions or willful misconduct in the performance of this Agreement. 10.5 Attorneys' Fees. In the event any dispute between the parties arising out of or related to this Agreement becomes the subject of litigation or arbitration, the party prevailing on the more substantial part of its claims and defenses, if any, will be entitled to recover its attorneys' fees, disbursements and other costs incurred in connection with such proceeding. 15 25A -19