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<br />b. Licensee shall, prior to and as a condition of exercising any rights under this <br />License Agreement, (i) furnish properly executed certificates of insurance to the City prior to <br />exercising its rights under this License, which certificates shall clearly evidence all coverages <br />required above and provide that such insurance shall not be materially changed or terminated <br />except on 30 days prior written notice to the City (ii) attach a completed and signed copy ofthe <br />City's "Additional Insured Endorsement" form, a copy of which is attached hereto as Exhibit B, <br />to the certificates of insurance noted above; (iii) maintain such insurance from the time the <br />project first commences until completion ofthe project under this License; and (iv) replace such <br />certificates for policies expiring prior to the termination of this License. <br /> <br />8. <br /> <br />INDEMNITY <br /> <br />Licensee shall indemnify, defend and save harmless City, its officers, agents, employees <br />and volunteers from and against any and all loss or damage, expenses, injuries, death to any person <br />or damage to property, including property and employees, volunteers, officers or agents of City or <br />Licensee, and shall indemnify, defend and save harmless City, its officers, agents, employees and <br />volunteers from all claims, demands, suits, actions or proceedings of any kind, and all costs and <br />expenses, including but not limited to reasonable attorneys' fees, settlements or judgment, arising <br />out of the construction, reconstruction, maintenance, presence, operation, use, removal or state of <br />repair, of the License Area. <br /> <br />9. <br /> <br />GOVERNING LAW <br /> <br />This License shall be governed by and construed in accordance with the laws of the State of <br />California. <br /> <br />to. <br /> <br />ENTIRE AGREEMENT <br /> <br />This License supersedes any and all other agreements either oral or in writing between <br />the parties hereto with respect to the terms set forth in this License and contains all the covenants <br />and agreements between the parties with respect thereto. Each party to this License <br />acknowledges that no representation, inducements, promises or agreements, orally or otherwise, <br />have been 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 effective unless <br />set forth in writing, approved by the City and Licensee. <br /> <br />11. <br /> <br />BINDING EFFECT <br /> <br />The covenants contained herein shall be construed to run with the land, and as such, this <br />License shall inure to the benefit of and be binding upon the successors, representatives and <br /> <br />Page 4 of 5 <br />