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<br />DO NOT RECORD
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<br />ARTICLE 4 - INDEMNITY AND INSURANCE
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<br />Section 4.01 Indemnification, Defense, Hold Harmless
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<br />Licensee shall protect, defend, indemnify and save and hold harmless Licensor, its
<br />officers, officials, employees, and agents from and against any and all liability, loss,
<br />damage, expenses, costs (including without limitation costs and fees of litigation of any
<br />nature) arising out of or in connection with Licensee's performance ofthis Agreement or
<br />Licensee's failure to comply with any of Licensee's obligations contained in the
<br />Agreement by Licensee, its officers, agents or employees except such loss or damage
<br />which was caused by the sole negligence or willful misconduct of Licensor. In the event
<br />Licensor is named as codefendant, Licensee shall notify Licensor of such fact and shall
<br />represent Licensor in such legal action unless Licensor undertakes to represent itself as
<br />codefendant in such legal action, in which event Licensor shall bear its own litigation
<br />costs, expenses and attorney's fees. Licensee further agrees to indemnify, hold harmless,
<br />and pay all costs for the defense of the Licensor, including fees and costs for special
<br />counsel to be selected by Licensor, regarding any action by a third party challenging the
<br />validity of this Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason
<br />of the terms of, or effects arising from this Agreement. Licensor may make all
<br />reasonable decisions with respect to its representation in any legal proceeding.
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<br />Section 4.02 Insurance
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<br />In addition to the Licensee's covenant to indemnify and hold harmless Licensor, Licensee
<br />shall obtain and furnish to Licensor, a policy of general public liability insurance,
<br />commercial general liability and property insurance covering the License Area and
<br />Licensee's Facilities. The policy shall indemnify Licensee and Licensor, their officers,
<br />agents and employees, while acting within the scope oftheir duties, against any and all
<br />claims arising out of or in connection with the License Area and Licensee's Facilities,
<br />and shall provide coverage in not less than the following amount: combined single limit
<br />bodily injury, personal injury and property damage, liability, of $1,000,000 per
<br />occurrence. The City also requires an Additional Insured Endorsement, as attached and
<br />incorporated herein as Exhibit B. The policy shall name Licensor, its agents, officers,
<br />employees and volunteers as Additional Insureds, and shall specifically provide that any
<br />City insurance coverage which may be applicable to the License Area and Licensee's
<br />Facilities shall be deemed excess coverage and that Licensee's insurance shall be
<br />primary. Licensee is required to give the Licensor no less than thirty (30) days notice of
<br />cancellation or reduction in coverage. No cancellation provision in any insurance policy
<br />shall be construed in derogation ofthe continuous duty of Licensee to furnish insurance
<br />during the term of this Agreement.
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<br />Section 4.03 Certificates of Insurance; Additional Insured Endorsements
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<br />Prior to execution ofthis Agreement, Licensee shall furnish to Licensor certificates of
<br />insurance and additional insured endorsements to each of Licensee's insurance policies,
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