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C. The indemnified Party shall promptly notify the indemnifying Party or of the <br />existence of any matters to which indemnifying Party's indemnity obligations apply. Upon <br />demand by indemnified Party, the indemnifying Party shall defend at its own expense with <br />mutually acceptable counsel any such matter; provided that indemnified Party shall at all <br />times also have the right to fully participate in the defense and consent to any settlement <br />or compromise. <br />d. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER <br />PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR <br />PUNITIVE DAMAGES (INCLUDING LOSS OF THE OTHER PARTY'S CUSTOMERS OR <br />GOOD WILL, OR LOST REVENUE OR PROFITS), FC .ANY CAUSE OF ACTION, <br />WHETHER IN CONTRACT OR TORT, ARISING IN -',.ANY MANNER FROM THIS <br />AGREEMENT OR THE PERFORMANCE OR NON-PELtFOR.l11NCE OF OBLIGATIONS <br />HEREUNDER, REGARDLESS OF THE CAUSE OR k ORESEEABIhITY THEREOF. <br />11. TITLE AND RISK OF LOSS <br />a. Licensor shall have and retain so <br />and Licensor's ownership shall not be affected <br />b. Except as otherwise prc <br />the Attachment and any Equipment <br />12. INSURANCE <br />At all times during the term of <br />require its subcontractors that perforn <br />insurance coverage as described below: <br />ze ownership of all Light Poles, <br />Attachment to the Light Pole. <br />shall retain its ownership of <br />reement, Licensee shall maintain and shall <br />ork pursuant to this Agreement to maintain <br />a. Workor's Compensation Insurance with statutory limits, in accordance with <br />the laws of the State of ;California, and Employer's Liability Insurance with limits of not <br />less than one million dollars ($1,000,000). Licensee shall require its insurer to waive all <br />rights of subrogation against Licensor, its officers, agents and employees. <br />b. Comprehensive Bodily Injury and Property Damage Liability Insurance, <br />including owner's and contractor's protective liability, product/completed operations <br />liability, contractual liability and automobile liability, with a combined single limit of not <br />less than two million dollars ($2,000,000) for each occurrence. Such insurance shall (i) name <br />Licensor, its officers, agents, and employees as additional insureds, but only for Licensee's <br />acts or omissions; (ii) be primary for all purposes; and (iii) contain standard cross -liability <br />provisions. <br />Written proof of compliance with the requirements of this Section, consisting of <br />Certificates of Insurance and a copy of the Additional Insured Endorsement to Licensee's <br />insurance policy(s), in a form acceptable to Licensor, shall be provided to and approved by <br />Licensor prior to any Attachment or the installation of any Equipment upon an Light Pole <br />55394,00025\29221101.1 -6- <br />55A-192 <br />