Common use of Indemnity and Insurance Clause in Contracts

Indemnity and Insurance. The Contractor agrees to assume liability for and indemnify, hold harmless, and defend the City, its commissioners, mayor, officers, employees, agents, and attorneys of, from, and against all liability and expense, including reasonable attorney’s fees, in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable relief, or loss of use, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor, its agents, officers, Contractors, subcontractors, employees, or anyone else utilized by the Contractor in the performance of this Contract. The Contractor’s liability hereunder shall include all attorney’s fees and costs incurred by the City in the enforcement of this indemnification provision. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the amount of any insurance required to be obtained or maintained under this Contract. Subject to the limitations set forth in this Section, Contractor shall assume control of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the Contractor’s expense. The City shall have the right, at its option, to participate in the defense of any third party claim, without relieving Contractor of any of its obligations hereunder. If the Contractor assumes control of the defense of any third party claim in accordance with this paragraph, the Contractor shall obtain the prior written consent of the City before entering into any settlement of such claim. Notwithstanding anything to the contrary in this Section, the Contractor shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by the City and all expenses, including experts’ fees, if (i) an adverse determination with respect to the third party claim would, in the good faith judgment of the City, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverage.

Indemnity and Insurance. The Contractor agrees RTO acknowledges that it is solely responsible for carrying out its obligations under this VET Funding Contract and that the Department is in no way liable for the actions of the RTO or its personnel. The RTO releases the Department from all liabilities and Claims directly or indirectly incurred or suffered by the RTO or its personnel arising from or in connection with this VET Funding Contract, including termination of this VET Funding Contract under Clause 17. To the maximum extent permitted by law, the RTO indemnifies (and must at all times keep indemnified) the Department, the State and their employees, servants and agents (on behalf of whom the Department has agreed this Clause 13.3) from and against all Loss and liability which it or they may incur or suffer and all Claims which may be brought or made against it or them by any third party arising out of or in connection with this VET Funding Contract and: the provision of, or failure to assume liability for and indemnifyprovide, hold harmless, and defend Training Services by or on behalf of the CityRTO; any act or omission of the RTO, its commissionersofficers, mayoremployees, agents or subcontractors in connection with this VET Funding Contract, the Funds or the provision of the Training Services; any breach by the RTO of any obligation under this VET Funding Contract (including breach of any warranty given under this VET Funding Contract) or at law; any negligent, fraudulent, reckless, wilfully wrongful, unlawful or other wrongful act or omission of the RTO, its officers, employees, agents, and attorneys or subcontractors; the loss of, fromor damage to, any property (including property of the Department) or data; the death of, disease or injury to any person; and against all liability and expenseany infringement, including reasonable attorney’s feesor alleged infringement, of an Intellectual Property right by the RTO, its officers, employees, agents or subcontractors where the infringement or alleged infringement occurs directly or indirectly as a result of the provision of the Training Services or otherwise in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable relief, or loss of use, this VET Funding Contract. The RTO's liability to indemnify the Department under Clause 13.3 will be reduced proportionally to the extent that a negligent, wilfully reckless, or unlawful act or omission of the Department has directly caused the relevant liability. The Department will not have any liability to the RTO for any indirect, special or consequential Loss arising out of breach of this VET Funding Contract. The RTO must, at its own expense: take out and maintain until 7 years after expiry of the Term all appropriate insurances at an adequate level to cover the provision of the Training Services to Eligible Individuals and any risk, loss or damage arising out of or caused by the negligenceperformance of those Training Services, recklessnessincluding insurance for workers compensation, public liability, professional liability, professional indemnity and property. The insurance policies must include public liability insurance of not less than $20 million per event; ensure that the insurances are taken out and maintained with reputable insurers; comply with all relevant insurance requirements, including conducting and improving relevant risk management practices and incident notification processes and not do any thing to jeopardise indemnity under an insurance policy; provide copies of insurance certificates of currency, including details of limits on cover, and any other evidence of insurances maintained to the Department upon request; and immediately notify the Department if any insurance is cancelled, any insurance details change or intentionally wrongful conduct an insurer refuses to indemnify it. NOTICES AND REPRESENTATIVES A notice issued under this VET Funding Contract by a Party (Notice) must: be in writing; signed by or on behalf of the Contractor, its agents, officers, Contractors, subcontractors, employees, Party giving it; and be hand delivered or anyone else utilized sent by pre paid post (airmail if posted to or from a place outside Australia) to the recipient's address for Notices specified on offer and acceptance documentation relating to this VET Funding Contract (as varied by any notice given by the Contractor recipient to the sender). A Notice takes effect from the time it is received, unless a later time is specified in it. A Notice will be deemed to have been received by the addressee: in the performance case of hand delivery, at the time of delivery; or in the case of pre paid post, on the second Business Day (or seventh Business Day if posted to or from a place outside Australia) after posting. The authorised representative of each Party who will be responsible for issuing and receiving Notices under this VET Funding Contract are as follows: the Department’s representative is the Executive Director or the Deputy Secretary, the Department; and the RTO’s representative is the CEO. DISPUTE RESOLUTION A party claiming that a Dispute has arisen must promptly give the other party a Dispute Notice. The parties must attempt to resolve all Disputes under this Clause 15 before commencing any court proceedings, except proceedings for urgent interlocutory relief. Despite the existence of a Dispute, the parties must continue to perform their obligations under this VET Funding Contract. This clause does not affect the rights of the Department, which includes all of its rights and its right to terminate this VET Funding Contract. The Contractor’s liability hereunder parties must seek to resolve all Disputes acting in good faith and must not unreasonably delay or hinder the dispute resolution process provided for under this clause. If a Party provides a Dispute Notice under this Clause 15, it is open to either Party to provide written notice of any other issue or dispute; and all other issues or disputes raised shall include all attorney’s fees be deemed to have been included in the initial Dispute Notice. If a Dispute Notice has been served by a Party, neither Party may issue a further Dispute Notice which recommences that Dispute Resolution process as specified in this Clause 15 without the consent of the other Party. A Party seeking to issue a further Dispute Notice or Dispute Notices must provide evidence to the other Party as to why the new issues that it wishes to raise cannot be managed as part of resolving the current Dispute; and costs incurred that the Dispute which warrants the issue of a further Dispute Notice is clearly distinguished from; or does not arise as a result of that which was commenced by the City in the enforcement of this indemnification provision. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the amount of any insurance required to be obtained or maintained under this Contract. Subject to the limitations set forth in this Section, Contractor shall assume control of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the Contractor’s expense. The City shall have the right, at its option, to participate in the defense of any third party claim, without relieving Contractor of any of its obligations hereunderinitial Dispute Notice. If the Contractor assumes control Parties are unable to settle a dispute within seven (7) days of one Party giving a Dispute Notice to the other Party, each Party must appoint a representative with authority to settle the Dispute. The appointed representatives must meet within a further seven (7) days to attempt to settle the Dispute. If the representatives are unable to resolve the Dispute within seven (7) days of first meeting, the Dispute must be referred within a further seven (7) day period (Referral Period) to: in the case of the defense Department - its Executive Director or the Deputy Secretary of the Department, or delegate; and in the case of the RTO – its CEO. The Department’s representative and the CEO must meet with each other to seek to resolve the Dispute within seven (7) days of the last day of the Referral Period. If the Dispute is not resolved within seven (7) days of the first meeting of the Department’s representative and the CEO, the Department may refer the Dispute to mediation administered by the Australian Commercial Disputes Centre (ACDC) according to its mediation guidelines. If a Dispute is referred to mediation by the Department: the parties will agree on a mediator within 7 days of the referral, failing which a mediator will be provided by ACDC; the parties must (unless they agree otherwise) conduct the mediation within 14 days of the mediator being appointed; each party will pay its own costs in relation to attendance at, and participation in, the mediation; and the cost of the ACDC and the appointed mediator will be shared equally between the parties. The Department may notify the Minister of any third party claim Dispute. In the event that the Department refers the Dispute to mediation and the parties are unable to resolve the Dispute pursuant to Clause 15.12, or the Dispute is not referred to mediation then the Department may, in accordance with this paragraphits sole discretion, refer the Contractor shall obtain the prior written consent of the City before entering into any settlement of such claim. Notwithstanding anything Dispute to the contrary in this SectionSecretary, the Contractor shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained such other person nominated by the City Secretary, as appropriate. A decision made pursuant to a referral under this Clause 15.14, will be final and all expenses, including experts’ fees, if (i) an adverse determination with respect binding on both parties. This Clause 15 does not apply to the third party claim would, in the good faith judgment Clause 10 or Clause 17 of the City, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trialsthis VET Funding Contract, or appeals, as may be reasonably requested in connection therewith. It is the specific intent Clause 13 of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverageSchedule 1.

Indemnity and Insurance. The Contractor agrees RTO acknowledges that it is solely responsible for carrying out its obligations under this VET Funding Contract and that the Department is in no way liable for the actions of the RTO or its personnel. The RTO releases the Department from all liabilities and Claims directly or indirectly incurred or suffered by the RTO or its personnel arising from or in connection with this VET Funding Contract, including termination of this VET Funding Contract under Clause 17. To the maximum extent permitted by law, the RTO indemnifies (and must at all times keep indemnified) the Department, the State and their employees, servants and agents (on behalf of whom the Department has agreed this Clause 13.3) from and against all Loss and liability which it or they may incur or suffer and all Claims which may be brought or made against it or them by any third party arising out of or in connection with this VET Funding Contract and: the provision of, or failure to assume liability for and indemnifyprovide, hold harmless, and defend Training Services by or on behalf of the CityRTO; any act or omission of the RTO, its commissionersofficers, mayoremployees, agents or subcontractors in connection with this VET Funding Contract, the Funds or the provision of the Training Services; any breach by the RTO of any obligation under this VET Funding Contract (including breach of any warranty given under this VET Funding Contract) or at law; any negligent, fraudulent, reckless, wilfully wrongful, unlawful or other wrongful act or omission of the RTO, its officers, employees, agents, and attorneys or subcontractors; the loss of, fromor damage to, any property (including property of the Department) or data; the death of, disease or injury to any person; and against all liability and expenseany infringement, including reasonable attorney’s feesor alleged infringement, of an Intellectual Property right by the RTO, its officers, employees, agents or subcontractors where the infringement or alleged infringement occurs directly or indirectly as a result of the provision of the Training Services or otherwise in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable relief, or loss of use, this VET Funding Contract. The RTO's liability to indemnify the Department under Clause 13.3 will be reduced proportionally to the extent that a negligent, wilfully reckless, or unlawful act or omission of the Department has directly caused the relevant liability. The Department will not have any liability to the RTO for any indirect, special or consequential Loss arising out of breach of this VET Funding Contract. The RTO must, at its own expense: take out and maintain until 7 years after expiry of the Term all appropriate insurances at an adequate level to cover the provision of the Training Services to Eligible Individuals and any risk, loss or damage arising out of or caused by the negligenceperformance of those Training Services, recklessnessincluding insurance for workers compensation, public liability, professional liability, professional indemnity and property. The insurance policies must include public liability insurance of not less than $20 million per event; ensure that the insurances are taken out and maintained with reputable insurers; comply with all relevant insurance requirements, including conducting and improving relevant risk management practices and incident notification processes and not do any thing to jeopardise indemnity under an insurance policy; provide copies of insurance certificates of currency, including details of limits on cover, and any other evidence of insurances maintained to the Department upon request; and immediately notify the Department if any insurance is cancelled, any insurance details change or intentionally wrongful conduct an insurer refuses to indemnify it. NOTICES AND REPRESENTATIVES A notice issued under this VET Funding Contract by a Party (Notice) must be: in writing; signed by or on behalf of the Contractor, its agents, officers, Contractors, subcontractors, employees, Party giving it; and hand delivered or anyone else utilized sent by pre paid post (airmail if posted to or from a place outside Australia) to the recipient's address for Notices specified on offer and acceptance documentation relating to this VET Funding Contract (as varied by any notice given by the Contractor recipient to the sender). A Notice takes effect from the time it is received, unless a later time is specified in it. A Notice will be deemed to have been received by the addressee: in the performance case of hand delivery, at the time of delivery; or in the case of pre paid post, on the second Business Day (or seventh Business Day if posted to or from a place outside Australia) after posting. The authorised representative of each Party who will be responsible for issuing and receiving Notices under this VET Funding Contract are as follows: the Department’s representative is the Executive Director or the Deputy Secretary, the Department; and the RTO’s representative is the CEO. DISPUTE RESOLUTION A party claiming that a Dispute has arisen must promptly give the other party a Dispute Notice. The parties must attempt to resolve all Disputes under this Clause 15 before commencing any court proceedings, except proceedings for urgent interlocutory relief. Despite the existence of a Dispute, the parties must continue to perform their obligations under this VET Funding Contract. This clause does not affect the rights of the Department, which includes all of its rights and its right to terminate this VET Funding Contract. The Contractor’s liability hereunder parties must seek to resolve all Disputes acting in good faith and must not unreasonably delay or hinder the dispute resolution process provided for under this clause. If a Party provides a Dispute Notice under this Clause 15, it is open to either Party to provide written notice of any other issue or dispute; and all other issues or disputes raised shall include all attorney’s fees be deemed to have been included in the initial Dispute Notice. If a Dispute Notice has been served by a Party, neither Party may issue a further Dispute Notice which recommences that Dispute Resolution process as specified in this Clause 15 without the consent of the other Party. A Party seeking to issue a further Dispute Notice or Dispute Notices must provide evidence to the other Party as to why the new issues that it wishes to raise cannot be managed as part of resolving the current Dispute; and costs incurred that the Dispute which warrants the issue of a further Dispute Notice is clearly distinguished from; or does not arise as a result of that which was commenced by the City in the enforcement of this indemnification provision. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the amount of any insurance required to be obtained or maintained under this Contract. Subject to the limitations set forth in this Section, Contractor shall assume control of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the Contractor’s expense. The City shall have the right, at its option, to participate in the defense of any third party claim, without relieving Contractor of any of its obligations hereunderinitial Dispute Notice. If the Contractor assumes control Parties are unable to settle a dispute within seven (7) days of one Party giving a Dispute Notice to the other Party, each Party must appoint a representative with authority to settle the Dispute. The appointed representatives must meet within a further seven (7) days to attempt to settle the Dispute. If the representatives are unable to resolve the Dispute within seven (7) days of first meeting, the Dispute must be referred within a further seven (7) day period (Referral Period) to: in the case of the defense Department - its Executive Director or the Deputy Secretary of the Department, or delegate; and in the case of the RTO – its CEO. The Department’s representative and the CEO must meet with each other to seek to resolve the Dispute within seven (7) days of the last day of the Referral Period. If the Dispute is not resolved within seven (7) days of the first meeting of the Department’s representative and the CEO, the Department may refer the Dispute to mediation administered by the Australian Commercial Disputes Centre (ACDC) according to its mediation guidelines. If a Dispute is referred to mediation by the Department: the parties will agree on a mediator within 7 days of the referral, failing which a mediator will be provided by ACDC; the parties must (unless they agree otherwise) conduct the mediation within 14 days of the mediator being appointed; each party will pay its own costs in relation to attendance at, and participation in, the mediation; and the cost of the ACDC and the appointed mediator will be shared equally between the parties. The Department may notify the Minister of any third party claim Dispute. In the event that the Department refers the Dispute to mediation and the parties are unable to resolve the Dispute pursuant to Clause 15.12, or the Dispute is not referred to mediation then the Department may, in accordance with this paragraphits sole discretion, refer the Contractor shall obtain the prior written consent of the City before entering into any settlement of such claim. Notwithstanding anything Dispute to the contrary in this SectionSecretary, the Contractor shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained such other person nominated by the City Secretary, as appropriate. A decision made pursuant to a referral under this Clause 15.14, will be final and all expenses, including experts’ fees, if (i) an adverse determination with respect binding on both parties. This Clause 15 does not apply to the third party claim would, in the good faith judgment Clause 10 or Clause 17 of the City, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trialsthis VET Funding Contract, or appeals, as may be reasonably requested in connection therewith. It is the specific intent Clause 13 of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverageSchedule 1.

Indemnity and Insurance. The Contractor agrees Permittee shall release, defend (with counsel reasonably satisfactory to assume liability for Permittor) and indemnifyindemnify Permittor, hold harmlessits successors and assigns, any railroad company operating on Premises, and defend the City, its commissioners, mayortheir respective directors, officers, employees, agentsand agents (collectively, and attorneys of, from, "Indemnitees") from and against all liability liability, cost, and expenseexpense for loss of, including reasonable attorney’s feesor damage to, property and for injuries to, or death of, any person (including, but not limited to, the property and employees of each party) when arising or resulting from the use of Premises by Permittee, its agents, employees, contractors, subcontractors, or invitees; or Permittee's breach of these provisions. The duty of Permittee to indemnify and save harmless the Indemnitees includes the duties to defend as set forth in connection with Section 2778 of the Civil Code. It is the express intent of the parties under this Section 12, that Permittee will indemnify and hold harmless the Indemnitees from any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable reliefsuits, or loss of useactions arising from any cause whatsoever as set forth above, to other than the extent caused by the active negligence, recklessnesswillful misconduct, or intentionally wrongful conduct criminal acts of the Contractor, its agents, officers, Contractors, subcontractors, employees, Indemnitees. Permittee waives any and all rights to any type of express or anyone else utilized by implied indemnity against the Contractor in the performance Indemnitees arising out of this Contract. The Contractor’s liability hereunder shall include all attorney’s fees and costs incurred by the City in the enforcement Permittee's use of this indemnification provisionor activities on Premises. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision indemnity shall survive termination of this Contract and shall not be limited by the amount of any insurance required to be obtained or maintained under this Contract. Subject to the limitations set forth in this Section, Contractor shall assume control of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the Contractor’s expense. The City shall have the right, at its option, to participate in the defense of any third party claim, without relieving Contractor of any of its obligations hereunder. If the Contractor assumes control of the defense of any third party claim in accordance with this paragraph, the Contractor shall obtain the prior written consent of the City before entering into any settlement of such claim. Notwithstanding anything to the contrary in this Section, the Contractor shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by the City and all expenses, including experts’ fees, if (i) an adverse determination with respect to the third party claim would, in the good faith judgment of the City, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewithPermit. It is the specific intent intention of the parties hereto that should any term of this indemnity provision be found to be void or unenforceable, the foregoing indemnification complies with Section 725.06remainder of the provision shall remain in full force and effect. All personal property of Permittee, Florida Statutesincluding, as amended. The Contractor expressly agrees that it but not limited to fixtures, equipment, or related materials upon the Property, will be at the risk of OWNER only, and Permittor will not claimbe liable for any damage thereto or theft thereof, whether or not due in whole or in part to the negligence of Permittor. Prior to entry upon the Property and waives any claimcommencement of construction activities, Permittee shall provide Permittor with satisfactory evidence, in the form of a Certificate of Insurance, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained Permittee is insured in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply accordance with the foregoing requirements following. Said insurance shall not relieve remain in effect throughout the Contractor term of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverage.License:

Indemnity and Insurance. The a. Contractor agrees to assume liability shall at all times keep AURA free and clear from all claims, liens, and encumbrances asserted by any person or other entity for and any reason whatsoever arising from the furnishing of services under this Agreement. To the fullest extent permitted by law, Contractor shall indemnify, hold harmlessdefend, and defend the Cityhold harmless AURA, its commissioners, mayordirectors, officers, employees, agents, representatives, and attorneys ofaffiliates (hereinafter collectively referred to as “Indemnified Parties”) for, from, and against all liability and expense, including reasonable attorney’s fees, in connection with any and all claims, demands, damages, actions, actions or causes of action, and suits in equity of whatever kind or naturecosts, including claims for personal injurydamages, property damageliabilities, equitable reliefinjuries, expenses, or loss losses of useany nature whatsoever to which any of the Indemnified Parties may become subject under any theory of liability whatsoever (“Claims”) insofar as such Claims (or actions in respect hereof) arise from, to the extent caused by the negligence, recklessnessare connected with, or intentionally wrongful conduct are related to: (i) any inaccuracy in or breach of the Contractor, its agents, officers, Contractors, subcontractors, employees, or anyone else utilized by the Contractor in the performance any of this Contract. The Contractor’s liability hereunder shall include all attorney’s fees representations and costs incurred by the City in the enforcement of this indemnification provision. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the amount of any insurance required to be obtained or maintained under this Contract. Subject to the limitations warranties set forth in this SectionAgreement; or (ii) any intentional misconduct, negligent acts, errors, mistakes, or omissions of Contractor, its officers, employees, agents, or any tier of subcontractor in performing the obligations and the work covered by this Agreement. To the fullest extent permitted by law, AURA shall be responsible for its own negligent acts, omissions, and mistakes, and those of its employees and sub-consultants. Although Contractor shall defend AURA, in the event of a final determination of joint negligence or other breach of duty between Contractor and AURA, Contractor’s total indemnity liability to AURA shall be the percentage determined to be Contractor’s share of liability. Every obligation of this indemnification paragraph shall survive the completion of the Work hereunder and the termination of this Agreement. b. Contractor shall, at its own expense, during the course of this Agreement, maintain in force at all times insurance to cover its obligations under this Article 13 and such policy shall contain an endorsement to eliminate any exclusions that might operate to prohibit the policy’s coverage of the types of claims covered by this Article 13, and such endorsement shall specially cover the terms of this Article. Contractor shall name AURA as an additional insured under such contract of insurance. In addition, Contractor shall, at its sole cost and expense, maintain in force at all times during the period of performance the types of insurance designated below with the limits of liability specified. The insurance carrier must be approved by AURA and have an A.M. Best rating of A- or better.  Workers' Compensation: Statutory limits  Comprehensive General Liability: $1,000,000 each occurrence/$3,000,000 annual aggregate (including contractual liability)  Products/Completed Operations $1,000,000 each occurrence If any portions of the services to be furnished under this Agreement are to be performed on AURA's premises, Contractor will also provide the following coverage:  Automobile Liability:  Bodily Injury $1,000,000 each occurrence  Property Damage $1,000,000 each occurrence Should Contractor take possession of property belonging to AURA that at any time will be in transit, or at a location other than AURA, additional proof of insurance for “personal property of others in the care, custody, and control” shall be provided to AURA. The limit of such coverage will be valued at replacement cost of such property as determined by AURA. The amount and type of insurance coverage requirements set forth in this Agreement or remuneration of any insurance coverage herein provided shall in no way be construed as limiting the scope of the indemnity in this Article or be construed to limit Contractor’s obligations or liability under this Agreement. Such indemnity shall be required by Contractor from its subcontractors on behalf of AURA. c. A Certificate of Insurance evidencing each of the above coverages and requirements shall be delivered to AURA within fifteen (15) days following the date that Contractor receives a fully executed original of this Agreement, or prior to commencement of the Work, whichever occurs first. The certificate(s) shall name AURA, its officers, agents, and employees as additional insureds, and shall provide a forty-five (45) day notice of cancellation. Requests to modify coverage will be delivered to AURA forty-five (45) days prior to the effective date of change, and such modification will require approval by AURA. Certificates shall not be canceled, materially changed, or allowed to expire until forty five (45) days’ prior written notice has been given to AURA. d. AURA shall promptly notify the Contractor in writing of any Claim(s) brought against AURA for which Contractor may be responsible under Article 13. Upon its receipt of notification of Claim(s) by AURA, Contractor shall assume control promptly take over and defend any such Claim(s) by tendering the Claim(s) to its insurance company for handling. Such insurance coverage shall be primary and shall be used for purposes of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the satisfying Contractor’s expense. The City shall have the right, at its option, to participate in the defense of any third party claim, without relieving Contractor of any of its obligations hereunder. If In the Contractor assumes control of the defense of any third party claim in accordance with this paragraphevent said Claim(s) is/are not covered by insurance or such insurance is exhausted, the Contractor shall obtain the prior written consent of the City before entering into directly fulfill its obligations to indemnify, defend, and hold harmless under this Article 13 and take over and defend any settlement of such claimClaim(s). Notwithstanding anything If Contractor fails to the contrary in this Section, the Contractor shall not assume or maintain control of the defense of any third party claimClaim(s) (either through its insurance company or directly), but AURA shall have the right to control such defense. In addition, AURA shall have the right and option to represent itself in defense of any such Claim(s) at any time if AURA, in its sole discretion, determines that its rights are not being appropriately defended by Contractor. If AURA controls such defense, Contractor agrees to pay the to AURA, promptly upon demand, all reasonable attorneys’ fees and other costs and expenses of counsel retained by the City defense. If Contractor assumes control of such defense and all expenses, including experts’ fees, if (i) an adverse determination AURA reasonably concludes that Contractor and AURA have conflicting interests or different defenses available with respect to such proceeding, then the third reasonable fees and expenses of counsel and the associated costs of such proceeding to AURA shall be considered and included as “expenses” for purposes of this Agreement. e. Neither party claim wouldhereto shall agree to any settlement of, in or the good faith entry of any judgment of the Cityarising from, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and involving the other without the prior written consent of the other, which shall furnish or cause to not be furnished such records and informationunreasonably withheld, and attend such conferences, discovery proceedings, hearings, trialsdelayed, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverageconditioned.

Indemnity and Insurance. 5.1 The parties recognize that the Contractor is an independent contractor. The Contractor agrees to assume liability for and indemnify, hold harmless, and defend the City, its commissioners, mayor, officers, employees, agents, and attorneys of, from, and against all liability and expense, including reasonable attorney’s fees, in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable relief, or loss of use, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor, its agents, officers, Contractors, subcontractors, employees, or anyone else utilized by the Contractor in the performance of this Contract. The Contractor’s liability hereunder shall include all attorney’s fees and costs incurred by the City in the enforcement of this indemnification provision. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the amount of any insurance required to be obtained or maintained under this Contract. Subject to the limitations set forth in this Section, Contractor shall assume control of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the Contractor’s expense. The City shall have the right, at its option, to participate in the defense of any third party claim, without relieving Contractor of any of its obligations hereunder. If the Contractor assumes control of the defense of any third party claim in accordance with this paragraph, the Contractor shall obtain the prior written consent of the City before entering into any settlement of such claim. Notwithstanding anything to the contrary in this Section, the Contractor shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by the City and all expenses, including experts’ fees, if (i) an adverse determination with respect to the third party claim would, in the good faith judgment of the City, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida StatutesStatues. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: . 5.2 Prior to commencing any workservices, the Contractor shall provide proof of insurance coverage as required hereunder. Such insurance policy(s) shall be issued by the United States Treasury or insurance carriers approved and authorized to do business in the IFBState of Florida, and who must have a rating of no less than “excellent” by A.M. Best or as mutually agreed upon by the City and Contractor. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverage.

Indemnity and Insurance. The Contractor agrees shall provide insurance affording coverage to assume the City where appropriate, and shall include general public liability for and property damage insurance and compensation insurance. Certificates evidencing the issuance of such insurance, addressed to the City shall be filed with the City Clerk’s office within ten (10) days after the date of signing of the contract. The Contractor shall be an Independent Contractor and shall indemnify, defend, save and hold harmless, and defend harmless the City, individually and collectively, all of its commissionersexecutives, mayorrepresentatives, elected officials, officers, agents, employees, agentssuccessors and assigns jointly and severally of and from all or manner of liability, and attorneys oflosses, fromexpenses, and against all liability and expensedemands, taxes, suits, action(s), payments, costs, charges, damages, lawsuits, proceedings, judgments, or claims, including workers’ compensation claims, of any nature whatsoever including reasonable attorney’s feesfees and costs of defense, on the account of any injury to, or death of, its employees, or injury to, or death of any other person, or damage to, or injury of, real estate, or personal property, in any way resulting from, arising out of, in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable reliefwith, or loss of use, pursuant to the extent contract, caused by the negligence, recklessness, or intentionally wrongful conduct operations of the Contractor, its agents, officers, Contractors, subcontractorsretailers, employees, or anyone else utilized any subcontractors in performance of the services to be conducted, including ownership, maintenance, use, operation, or control of any vehicle owned, operated, maintained, or controlled by the Contractor in the performance of this Contractor subcontractor. The Contractor shall, at its own expense, appear, defend, and pay all reasonable fees of attorneys and all costs and other expenses arising therefrom or incurred in connection therewith; and, if any judgments shall be rendered against the City in any such action, the Contractor shall, at its own expense, satisfy and discharge same. The Contractor expressly understands and agrees that any performance bond or insurance protection required by this contract, or otherwise provided by the Contractor’s liability hereunder , shall include all in no way limit the responsibility to indemnify, keep and hold harmless and defend the City, and to pay expenses and damages as herein provided. The Contractor shall not be liable for any suits, actions, legal proceedings, claims, demands, costs, expenses and attorney’s fees and costs incurred by the City in the enforcement arising out of this indemnification provision. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the amount of any insurance required to be obtained a willful or maintained under this Contract. Subject to the limitations set forth in this Section, Contractor shall assume control of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the Contractor’s expense. The City shall have the right, at its option, to participate in the defense of any third party claim, without relieving Contractor of any of its obligations hereunder. If the Contractor assumes control of the defense of any third party claim in accordance with this paragraph, the Contractor shall obtain the prior written consent of the City before entering into any settlement of such claim. Notwithstanding anything to the contrary in this Section, the Contractor shall not assume negligent act or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by the City and all expenses, including experts’ fees, if (i) an adverse determination with respect to the third party claim would, in the good faith judgment omission of the City, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperateits officers, agents, servants and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverageemployees.

Indemnity and Insurance. The Contractor agrees to assume liability for and indemnify, hold harmless, harmless and defend the AHA and the City of Abilene ("City"), their officers, agents and employees, from and against any and all claims, liens and suits for damages, injuries to persons (including death), property damage (including loss of use), and expenses, including court costs and attorneys' fees, arising out of or incidental to the Contractor's work under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part upon the negligent or intentional acts or omissions of the Contractor, its commissioners, mayor, officers, employees, agents, and attorneys ofsubcontractors, fromlicenses, and against all liability and expense, including reasonable attorney’s fees, in connection with or invites. The Contractor agrees to waive any and all claimsclaims it may have against the AHA or the City connected with, demandsresulting from, damagesor arising out of, actions, causes of action, claims and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable relief, or loss of use, to the extent caused covered by the negligence, recklessness, or intentionally wrongful conduct of the Contractor, its agents, officers, Contractors, subcontractors, employees, or anyone else utilized by the Contractor in the performance of this Contract. The Contractor’s liability hereunder shall include all attorney’s fees and costs incurred by the City in the enforcement of this indemnification provision. This includes claims made by the employees of the Contractor against the City provision and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and agrees that any insurance carrier involved shall not be limited by entitled to subrogation under any circumstances against the amount AHA or the City, their officers and employees. Contractor agrees this indemnity provision shall be an additional remedy and not an exclusive remedy. IT IS THE EXPRESSED INTENTION OF THE AHA, THE CITY AND CONTRACTOR, THAT THE INDEMNITY PROVIDED FOR IN THIS CONTRACT IS INDEMNITY BY CONTRACTOR TO INDEMNIFY AND PROTECT THE AHA AND THE CITY FROM CONSEQUENCES OF THE AHA AND THE CITY'S OWN NEGLIGENCE WHILE THE AHA AND THE CITY ARE PARTICIPATING IN THIS CONTRACT WHERE THAT NEGLIGENCE IS A CONCURRING CAUSE OF THE INJURY, DEATH, OR DAMAGE. FURTHERMORE, THE INDEMNITY DOES NOT APPLY TO ANY CLAIM, LOSS, DAMAGE, CAUSE OF ACTION, SUIT, AND LIABILITY WHERE THE INJURY, DEATH, OR DAMAGE RESULTING FROM THE SOLE NEGLIGENCE OF THE AHA OR THE CITY, UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY. TYPE AMOUNT Comprehensive General (Public) a) Premises/Operation injury and property damage or an b) Independent Contractors occurrence basis. c) Personal Injury d) Products/Completed Operations e) Contractual Liability (insuring above indemnity provision) With respect to the above insurance, the AHA and the City must: a) Be named as an additional insured. b) Be provided with a waiver of any subrogation. c) Be provided with 30 days advance written notice of cancellation of material change. d) Be provided with Certificate(s) of insurance evidencing above insurance, before commencing work under this Agreement. e) Should the State Board of Insurance adopt changes to policies of insurance required to be obtained or maintained under this Contract. Subject to the limitations set forth in this Section, Contractor shall assume control of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the Contractor’s expense. The City shall have the right, at its option, to participate in the defense of any third party claim, without relieving Contractor of any of its obligations hereunder. If the Contractor assumes control of the defense of any third party claim in accordance with this paragraphherein, the Contractor shall obtain the prior written consent be required, on issuance of the City before entering into any settlement of such claim. Notwithstanding anything to the contrary in this Section, the Contractor shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by the City and all expenses, including experts’ fees, if (i) an adverse determination with respect to the third party claim would, in the good faith judgment of the City, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure next policy to comply with the foregoing requirements shall not relieve newly adopted insurance standards. It is further agreed that such insurance as is afforded by the Contractor of its liability policy or policies to the AHA and obligations the City as additional insureds under this Contract. Each party will promptly notify the policy, shall be primary insurance and not contributing with any other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, insurance available to the Contract Documents and/or performance of AHA or the work. Each City under any third party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverageliability policy.

Indemnity and Insurance. The 18.1 Contractor agrees to assume liability shall at all times keep AURA free and clear from all claims, liens, and encumbrances asserted by any person or other entity for and any reason whatsoever arising from the furnishing of services under this Agreement. To the fullest extent permitted by law, Contractor shall indemnify, hold harmlessdefend, and defend the Cityhold harmless AURA, its commissioners, mayordirectors, officers, employees, agents, representatives, and attorneys ofaffiliates (hereinafter collectively referred to as “Indemnified Parties”) for, from, and against all liability and expense, including reasonable attorney’s fees, in connection with any and all claims, demands, damages, actions, actions or causes of action, and suits in equity of whatever kind or naturecosts, including claims for personal injurydamages, property damageliabilities, equitable reliefinjuries, expenses, or loss losses of useany nature whatsoever to which any of the Indemnified Parties may become subject under any theory of liability whatsoever (“Claims”) insofar as such Claims (or actions in respect hereof) arise from, to the extent caused by the negligence, recklessnessare connected with, or intentionally wrongful conduct are related to: (i) any inaccuracy in or breach of the Contractor, its agents, officers, Contractors, subcontractors, employees, or anyone else utilized by the Contractor in the performance any of this Contract. The Contractor’s liability hereunder shall include all attorney’s fees representations and costs incurred by the City in the enforcement of this indemnification provision. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the amount of any insurance required to be obtained or maintained under this Contract. Subject to the limitations warranties set forth in this SectionAgreement; or (ii) any intentional misconduct, negligent acts, errors, mistakes, or omissions of Contractor, its officers, employees, agents, or any tier of subcontractor in performing the obligations and the work covered by this Agreement. To the fullest extent permitted by law, AURA shall be responsible for its own negligent acts, omissions, and mistakes, and those of its employees and sub-consultants. Although Contractor shall defend AURA, in the event of a final determination of joint negligence or other breach of duty between Contractor and AURA, Contractor’s total indemnity liability to AURA shall be the percentage determined to be Contractor’s share of liability. Every obligation of this indemnification paragraph shall survive the completion of the Work hereunder and the termination of this Agreement. 18.2 Contractor shall, at its own expense, during the course of this Agreement, maintain in force at all times insurance to cover its obligations under this Agreement, and such policy shall contain an endorsement to eliminate any exclusions that might operate to prohibit the policy’s coverage of the types of claims covered by this Agreement, and such endorsement shall specially cover the terms of this Agreement. Contractor shall name AURA as an additional insured under such contract of insurance. If self-insured, Contractor will provide a Statement of Self-Insurance. In addition, Contractor shall, at its sole cost and expense, maintain in force at all times during the period of performance the types of insurance designated below with the limits of liability specified. The insurance carrier must be approved by AURA and have an A.M. Best rating of A- or better. If self-insured, Contractor will provide a Statement of Self-Insurance. ● Workers' Compensation: Statutory limits ● Comprehensive General Liability: $1,000,000 each occurrence/$3,000,000 ● Annual aggregate (including contractual liability) ● Products/Completed Operations $X00,000 each occurrence (equal to contract value) For worked performed under this Agreement on AURA's premises, Contractor will also provide the following coverage (If self-insured, Contractor will provide a Statement of Self-Insurance, including limits, if any): ● Automobile Liability: ● Bodily Injury $1,000,000 each occurrence ● Property Damage $1,000,000 each occurrence Should Contractor take possession of property belonging to AURA that at any time will be in transit, or at a location other than AURA, additional proof of insurance for “personal property of others in the care, custody, and control” shall be provided to AURA. The limit of such coverage will be valued at replacement cost of such property as determined by AURA. The amount and type of insurance coverage requirements set forth in this Agreement or Statement of Self-Insurance shall in no way be construed as limiting the scope of the indemnity in this Article or be construed to limit Contractor’s obligations or liability under this Agreement. Such indemnity shall be required by Contractor from its subcontractors on behalf of AURA. 18.3 A Certificate of Insurance or Statement of Self-Insurance evidencing each of the above coverages and requirements shall be delivered to AURA within fifteen (15) days following the date that Contractor receives a fully executed original of this Agreement, or prior to commencement of the Work, whichever occurs first. The certificate(s) shall name AURA, its officers, agents, and employees as additional insureds, and shall provide a forty-five (45) day notice of cancellation. Requests to modify coverage will be delivered to AURA forty-five (45) days prior to the effective date of change, and such modification will require approval by AURA. Certificates shall not be canceled, materially changed, or allowed to expire until forty-five (45) days’ prior written notice has been given to AURA. 18.4 AURA shall promptly notify the Contractor in writing of any Claim(s) brought against AURA for which Contractor may be responsible under this provision. Upon its receipt of notification of Claim(s) by AURA, Contractor shall assume control promptly take over and defend any such Claim(s) by tendering the Claim(s) to its insurance company for handling. Such insurance coverage shall be primary and shall be used for purposes of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the satisfying Contractor’s expense. The City shall have the right, at its option, to participate in the defense of any third party claim, without relieving Contractor of any of its obligations hereunder. If In the Contractor assumes control of the defense of any third party claim in accordance with this paragraphevent said Claim(s) is/are not covered by insurance or such insurance is exhausted, the Contractor shall obtain the prior written consent of the City before entering into directly fulfill its obligations to indemnify, defend, and hold harmless under this provision and take over and defend any settlement of such claimClaim(s). Notwithstanding anything If Contractor fails to the contrary in this Section, the Contractor shall not assume or maintain control of the defense of any third party claimClaim(s) (either through its insurance company or directly), but AURA shall have the right to control such defense. In addition, AURA shall have the right and option to represent itself in defense of any such Claim(s) at any time if AURA, in its sole discretion, determines that its rights are not being appropriately defended by Contractor. If AURA controls such defense, Contractor agrees to pay the to AURA, promptly upon demand, all reasonable attorneys’ fees and other costs and expenses of counsel retained by the City defense. If Contractor assumes control of such defense and all expenses, including experts’ fees, if (i) an adverse determination AURA reasonably concludes that Contractor and AURA have conflicting interests or different defenses available with respect to such proceeding, then the third reasonable fees and expenses of counsel and the associated costs of such proceeding to AURA shall be considered and included as “expenses” for purposes of this Agreement. 18.5 Neither party hereto shall agree to any settlement of, or the entry of any judgment arising from, any third-party claim would, in involving the good faith judgment other without the prior written consent of the Cityother, which shall not be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperateunreasonably withheld, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trialsdelayed, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverageconditioned.

Indemnity and Insurance. The 18.1 Contractor agrees to assume liability shall at all times keep AURA free and clear from all claims, liens, and encumbrances asserted by any person or other entity for and any reason whatsoever arising from the furnishing of services under this Agreement. To the fullest extent permitted by law, Contractor shall indemnify, hold harmlessdefend, and defend the Cityhold harmless AURA, its commissioners, mayordirectors, officers, employees, agents, representatives, and attorneys ofaffiliates (hereinafter collectively referred to as “Indemnified Parties”) for, from, and against all liability and expense, including reasonable attorney’s fees, in connection with any and all claims, demands, damages, actions, actions or causes of action, and suits in equity of whatever kind or naturecosts, including claims for personal injurydamages, property damageliabilities, equitable reliefinjuries, expenses, or loss losses of useany nature whatsoever to which any of the Indemnified Parties may become subject under any theory of liability whatsoever (“Claims”) insofar as such Claims (or actions in respect hereof) arise from, to the extent caused by the negligence, recklessnessare connected with, or intentionally wrongful conduct are related to: (i) any inaccuracy in or breach of the Contractor, its agents, officers, Contractors, subcontractors, employees, or anyone else utilized by the Contractor in the performance any of this Contract. The Contractor’s liability hereunder shall include all attorney’s fees representations and costs incurred by the City in the enforcement of this indemnification provision. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the amount of any insurance required to be obtained or maintained under this Contract. Subject to the limitations warranties set forth in this SectionAgreement; or (ii) any intentional misconduct, negligent acts, errors, mistakes, or omissions of Contractor, its officers, employees, agents, or any tier of subcontractor in performing the obligations and the work covered by this Agreement. To the fullest extent permitted by law, AURA shall be responsible for its own negligent acts, omissions, and mistakes, and those of its employees and sub-consultants. Although Contractor shall defend AURA, in the event of a final determination of joint negligence or other breach of duty between Contractor and AURA, Contractor’s total indemnity liability to AURA shall be the percentage determined to be Contractor’s share of liability. Every obligation of this indemnification paragraph shall survive the completion of the Work hereunder and the termination of this Agreement. 18.2 Contractor shall, at its own expense, during the course of this Agreement, maintain in force at all times insurance to cover its obligations under this Agreement, and such policy shall contain an endorsement to eliminate any exclusions that might operate to prohibit the policy’s coverage of the types of claims covered by this Agreement, and such endorsement shall specially cover the terms of this Agreement. Contractor shall name AURA as an additional insured under such contract of insurance. If self-insured, Contractor will provide a Statement of Self-Insurance. In addition, Contractor shall, at its sole cost and expense, maintain in force at all times during the period of performance the types of insurance designated below with the limits of liability specified. The insurance carrier must be approved by AURA and have an A.M. Best rating of A- or better. If self-insured, Contractor will provide a Statement of Self-Insurance. • Workers' Compensation: Statutory limits • Comprehensive General Liability: $1,000,000 each occurrence/$3,000,000 • Annual aggregate (including contractual liability) • Products/Completed Operations $X00,000 each occurrence (equal to contract value) For work performed under this Agreement on AURA's premises, Contractor will also provide the following coverage (If self-insured, Contractor will provide a Statement of Self-Insurance, including limits, if any): • Automobile Liability: • Bodily Injury $1,000,000 each occurrence • Property Damage $1,000,000 each occurrence Should Contractor take possession of property belonging to AURA that at any time will be in transit, or at a location other than AURA, additional proof of insurance for “personal property of others in the care, custody, and control” shall be provided to AURA. The limit of such coverage will be valued at replacement cost of such property as determined by AURA. The amount and type of insurance coverage requirements set forth in this Agreement or Statement of Self-Insurance shall in no way be construed as limiting the scope of the indemnity in this Article or be construed to limit Contractor’s obligations or liability under this Agreement. Such indemnity shall be required by Contractor from its subcontractors on behalf of AURA. 18.3 A Certificate of Insurance or Statement of Self-Insurance evidencing each of the above coverages and requirements shall be delivered to the AURA Contracts Officer within fifteen (15) days following the date that Contractor receives a fully executed original of this Agreement, or prior to commencement of the Work, whichever occurs first. The certificate(s) shall name AURA, its officers, agents, and employees as additional insureds, and shall provide a forty-five (45) day notice of cancellation. Requests to modify coverage will be delivered to AURA forty-five (45) days prior to the effective date of change, and such modification will require approval by AURA. Certificates shall not be canceled, materially changed, or allowed to expire until forty- five (45) days’ prior written notice has been given to AURA. 18.4 AURA shall promptly notify the Contractor in writing of any Claim(s) brought against AURA for which Contractor may be responsible under this provision. Upon its receipt of notification of Claim(s) by AURA, Contractor shall assume control promptly take over and defend any such Claim(s) by tendering the Claim(s) to its insurance company for handling. Such insurance coverage shall be primary and shall be used for purposes of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the satisfying Contractor’s expense. The City shall have the right, at its option, to participate in the defense of any third party claim, without relieving Contractor of any of its obligations hereunder. If In the Contractor assumes control of the defense of any third party claim in accordance with this paragraphevent said Claim(s) is/are not covered by insurance or such insurance is exhausted, the Contractor shall obtain the prior written consent of the City before entering into directly fulfill its obligations to indemnify, defend, and hold harmless under this provision and take over and defend any settlement of such claimClaim(s). Notwithstanding anything If Contractor fails to the contrary in this Section, the Contractor shall not assume or maintain control of the defense of any third party claimClaim(s) (either through its insurance company or directly), but AURA shall have the right to control such defense. In addition, AURA shall have the right and option to represent itself in defense of any such Claim(s) at any time if AURA, in its sole discretion, determines that its rights are not being appropriately defended by Contractor. If AURA controls such defense, Contractor agrees to pay the to AURA, promptly upon demand, all reasonable attorneys’ fees and other costs and expenses of counsel retained by the City defense. If Contractor assumes control of such defense and all expenses, including experts’ fees, if (i) an adverse determination AURA reasonably concludes that Contractor and AURA have conflicting interests or different defenses available with respect to such proceeding, then the third reasonable fees and expenses of counsel and the associated costs of such proceeding to AURA shall be considered and included as “expenses” for purposes of this Agreement. 18.5 Neither party hereto shall agree to any settlement of, or the entry of any judgment arising from, any third-party claim would, in involving the good faith judgment other without the prior written consent of the Cityother, which shall not be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperateunreasonably withheld, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trialsdelayed, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverageconditioned.

Indemnity and Insurance. The Contractor agrees to assume liability for 1. Concessionaire shall keep and indemnify, hold harmless, and defend the harmless City, its commissioners, mayor, officers, employees, and agents, and attorneys of, from, from and against all liability and expense, including reasonable attorney’s fees, in connection with any and all claims, demands, damagessuits, actionsjudgments, causes of action, costs and suits in equity of whatever kind expenses asserted by any person or naturepersons, including claims for personal injuryofficers, property damagedirectors, equitable reliefagents or employees of City or Concessionaire, by reason of death or injury to persons, or loss or damage to property, resulting from Concessionaire's operations hereunder, or sustained in or upon the Premises as the result of useanything claimed to be done or omitted to be done by Concessionaire hereunder. Concessionaire shall not be required to hold the City harmless from any act of gross negligence of the City or its employees. Nothing in this Agreement shall be construed to preclude, encumber or limit in any manner whatsoever, the City's rights, protections and privileges under governmental immunity, including the right to assert same in defense of any claim. 2. Concessionaire shall obtain and maintain continuously in effect at all times during the term hereof, at Concessionaire's sole expense, commercial general liability insurance protecting City and owners against liability which may accrue against City or owners by reason of Concessionaire's wrongful conduct incident to the extent caused by use of the negligencePremises or resulting from any accidents occurring on or about the roads, recklessnessdriveways, or intentionally other public places used by Concessionaire at the Airport in the operations hereunder caused or arising out of any wrongful act or omission by Concessionaire. Such insurance shall provide minimum liability limits of $1,000,000 for each occurrence; and $100,000.00 for damage to property in any one accident, and shall name City, its' officers, directors, agents and employees as additional insureds as their interest may appear arising out of the conduct of the ContractorConcessionaire thereunder. Concessionaire shall also, its agentswithout cost to City, officersobtain and maintain, Contractorsduring the term hereof, subcontractors, employees, or anyone else utilized by commercial automobile liability insurance covering the Contractor in the performance operation of rental automobiles hereunder with a $1,000,000 combined single limit. Concessionaire shall provide certificates evidencing all such insurance to City upon execution of this ContractAgreement and annually thereafter. The Contractor’s liability hereunder Any such policy of insurance shall include all attorney’s fees and costs incurred by a provision requiring the City in the enforcement be provided a thirty (30) day written notice prior to any cancellation of this indemnification provisionsame. 3. This includes claims made by the employees of the Contractor against Concessionaire shall furnish to the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the amount of any satisfactory evidence that it carries workers' compensation insurance required to be obtained or maintained under this Contract. Subject to the limitations set forth in this Section, Contractor shall assume control of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the Contractor’s expense. The City shall have the right, at its option, to participate in the defense of any third party claim, without relieving Contractor of any of its obligations hereunder. If the Contractor assumes control of the defense of any third party claim in accordance with this paragraph, the Contractor shall obtain the prior written consent laws of the City before entering into any settlement State of such claimNorth Dakota. 4. Notwithstanding anything Xxxx agrees to the contrary notify Concessionaire in this Section, the Contractor shall not assume or maintain control writing as soon as practicable of the defense of any third party claim, but shall pay the fees of counsel retained by the City and all expenses, including experts’ fees, if (i) an adverse determination with respect to the third party claim would, in the good faith judgment of the City, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification demand or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises arising out of or relatesan occurrence covered hereunder, in any manner, to the Contract Documents and/or performance of the work. Each party agrees and to cooperate with Concessionaire in the other in any investigation either may conduct, the and defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coveragethereof.

Indemnity and Insurance. The 18.1 Contractor agrees to assume liability shall at all times keep AURA free and clear from all claims, liens, and encumbrances asserted by any person or other entity for and any reason whatsoever arising from the furnishing of services under this Agreement. To the fullest extent permitted by law, Contractor shall indemnify, hold harmlessdefend, and defend the Cityhold harmless AURA, its commissioners, mayordirectors, officers, employees, agents, representatives, and attorneys ofaffiliates (hereinafter collectively referred to as “Indemnified Parties”) for, from, and against all liability and expense, including reasonable attorney’s fees, in connection with any and all claims, demands, damages, actions, actions or causes of action, and suits in equity of whatever kind or naturecosts, including claims for personal injurydamages, property damageliabilities, equitable reliefinjuries, expenses, or loss losses of useany nature whatsoever to which any of the Indemnified Parties may become subject under any theory of liability whatsoever (“Claims”) insofar as such Claims (or actions in respect hereof) arise from, to the extent caused by the negligence, recklessnessare connected with, or intentionally wrongful conduct are related to: (i) any inaccuracy in or breach of the Contractor, its agents, officers, Contractors, subcontractors, employees, or anyone else utilized by the Contractor in the performance any of this Contract. The Contractor’s liability hereunder shall include all attorney’s fees representations and costs incurred by the City in the enforcement of this indemnification provision. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the amount of any insurance required to be obtained or maintained under this Contract. Subject to the limitations warranties set forth in this SectionAgreement; or (ii) any intentional misconduct, negligent acts, errors, mistakes, or omissions of Contractor, its officers, employees, agents, or any tier of subcontractor in performing the obligations and the work covered by this Agreement. To the fullest extent permitted by law, AURA shall be responsible for its own negligent acts, omissions, and mistakes, and those of its employees and sub-consultants. Although Contractor shall defend AURA, in the event of a final determination of joint negligence or other breach of duty between Contractor and AURA, Contractor’s total indemnity liability to AURA shall be the percentage determined to be Contractor’s share of liability. Every obligation of this indemnification paragraph shall survive the completion of the Work hereunder and the termination of this Agreement. 18.2 Contractor shall, at its own expense, during the course of this Agreement, maintain in force at all times insurance to cover its obligations under this Agreement, and such policy shall contain an endorsement to eliminate any exclusions that might operate to prohibit the policy’s coverage of the types of claims covered by this Agreement, and such endorsement shall specially cover the terms of this Agreement. Contractor shall name AURA as an additional insured under such contract of insurance. If self-insured, Contractor will provide a Statement of Self-Insurance. In addition, Contractor shall, at its sole cost and expense, maintain in force at all times during the period of performance the types of insurance designated below with the limits of liability specified. The insurance carrier must be approved by AURA and have an A.M. Best rating of A- or better. If self-insured, Contractor will provide a Statement of Self- Insurance. • Workers' Compensation: Statutory limits • Comprehensive General Liability: $1,000,000 each occurrence/$3,000,000 • Annual aggregate (including contractual liability) • Products/Completed Operations $X00,000 each occurrence (equal to contract value) For work performed under this Agreement on AURA's premises, Contractor will also provide the following coverage (If self-insured, Contractor will provide a Statement of Self-Insurance, including limits, if any): • Automobile Liability: • Bodily Injury $1,000,000 each occurrence • Property Damage $1,000,000 each occurrence Should Contractor take possession of property belonging to AURA that at any time will be in transit, or at a location other than AURA, additional proof of insurance for “personal property of others in the care, custody, and control” shall be provided to AURA. The limit of such coverage will be valued at replacement cost of such property as determined by AURA. The amount and type of insurance coverage requirements set forth in this Agreement or Statement of Self-Insurance shall in no way be construed as limiting the scope of the indemnity in this Article or be construed to limit Contractor’s obligations or liability under this Agreement. Such indemnity shall be required by Contractor from its subcontractors on behalf of AURA. 18.3 A Certificate of Insurance or Statement of Self-Insurance evidencing each of the above coverages and requirements shall be delivered to the AURA Contracts Officer within fifteen (15) days following the date that Contractor receives a fully executed original of this Agreement, or prior to commencement of the Work, whichever occurs first. The certificate(s) shall name AURA, its officers, agents, and employees as additional insureds, and shall provide a forty-five (45) day notice of cancellation. Requests to modify coverage will be delivered to AURA forty-five (45) days prior to the effective date of change, and such modification will require approval by AURA. Certificates shall not be canceled, materially changed, or allowed to expire until forty- five (45) days’ prior written notice has been given to AURA. 18.4 AURA shall promptly notify the Contractor in writing of any Claim(s) brought against AURA for which Contractor may be responsible under this provision. Upon its receipt of notification of Claim(s) by AURA, Contractor shall assume control promptly take over and defend any such Claim(s) by tendering the Claim(s) to its insurance company for handling. Such insurance coverage shall be primary and shall be used for purposes of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the satisfying Contractor’s expense. The City shall have the right, at its option, to participate in the defense of any third party claim, without relieving Contractor of any of its obligations hereunder. If In the Contractor assumes control of the defense of any third party claim in accordance with this paragraphevent said Claim(s) is/are not covered by insurance or such insurance is exhausted, the Contractor shall obtain the prior written consent of the City before entering into directly fulfill its obligations to indemnify, defend, and hold harmless under this provision and take over and defend any settlement of such claimClaim(s). Notwithstanding anything If Contractor fails to the contrary in this Section, the Contractor shall not assume or maintain control of the defense of any third party claimClaim(s) (either through its insurance company or directly), but AURA shall have the right to control such defense. In addition, AURA shall have the right and option to represent itself in defense of any such Claim(s) at any time if AURA, in its sole discretion, determines that its rights are not being appropriately defended by Contractor. If AURA controls such defense, Contractor agrees to pay the to AURA, promptly upon demand, all reasonable attorneys’ fees and other costs and expenses of counsel retained by the City defense. If Contractor assumes control of such defense and all expenses, including experts’ fees, if (i) an adverse determination AURA reasonably concludes that Contractor and AURA have conflicting interests or different defenses available with respect to such proceeding, then the third reasonable fees and expenses of counsel and the associated costs of such proceeding to AURA shall be considered and included as “expenses” for purposes of this Agreement. 18.5 Neither party hereto shall agree to any settlement of, or the entry of any judgment arising from, any third-party claim would, in involving the good faith judgment other without the prior written consent of the Cityother, which shall not be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperateunreasonably withheld, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trialsdelayed, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverageconditioned.

Indemnity and Insurance. The Contractor agrees to assume liability for and indemnify, hold harmless, and defend the City, its commissioners, mayor, officers, employees, agents, and attorneys of, from, and against all liability and expense, including reasonable attorney’s fees, in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable relief, or loss of use, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor, its agents, officers, Contractors, subcontractors, employees, or anyone else utilized by the Contractor in the performance of this Contract. The Contractor’s liability hereunder shall include all attorney’s fees and costs incurred by the City in the enforcement of this indemnification provision. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the amount of any insurance required to be obtained or maintained under this Contract. Subject to the limitations set forth in this Section, Contractor shall assume control of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the Contractor’s expense. The City shall have the right, at its option, to participate in the defense of any third third-party claim, without relieving Contractor of any of its obligations hereunder. If the Contractor assumes control of the defense of any third party claim in accordance with this paragraph, the Contractor shall obtain the prior written consent of the City before entering into any settlement of such claim. Notwithstanding anything to the contrary in this Section, the Contractor shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by the City and all expenses, including experts’ fees, if (i) an adverse determination with respect to the third party claim would, in the good faith judgment of the City, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverage.

Indemnity and Insurance. The 18.1 Contractor agrees to assume liability shall at all times keep AURA free and clear from all claims, liens, and encumbrances asserted by any person or other entity for and any reason whatsoever arising from the furnishing of services under this Agreement. To the fullest extent permitted by law, Contractor shall indemnify, hold harmlessdefend, and defend the Cityhold harmless AURA, its commissioners, mayordirectors, officers, employees, agents, representatives, and attorneys ofaffiliates (hereinafter collectively referred to as “Indemnified Parties”) for, from, and against all liability and expense, including reasonable attorney’s fees, in connection with any and all claims, demands, damages, actions, actions or causes of action, and suits in equity of whatever kind or naturecosts, including claims for personal injurydamages, property damageliabilities, equitable reliefinjuries, expenses, or loss losses of useany nature whatsoever to which any of the Indemnified Parties may become subject under any theory of liability whatsoever (“Claims”) insofar as such Claims (or actions in respect hereof) arise from, to the extent caused by the negligence, recklessnessare connected with, or intentionally wrongful conduct are related to: (i) any inaccuracy in or breach of the Contractor, its agents, officers, Contractors, subcontractors, employees, or anyone else utilized by the Contractor in the performance any of this Contract. The Contractor’s liability hereunder shall include all attorney’s fees representations and costs incurred by the City in the enforcement of this indemnification provision. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the amount of any insurance required to be obtained or maintained under this Contract. Subject to the limitations warranties set forth in this SectionAgreement; or (ii) any intentional misconduct, negligent acts, errors, mistakes, or omissions of Contractor, its officers, employees, agents, or any tier of subcontractor in performing the obligations and the work covered by this Agreement. To the fullest extent permitted by law, AURA shall be responsible for its own negligent acts, omissions, and mistakes, and those of its employees and sub-consultants. Although Contractor shall defend AURA, in the event of a final determination of joint negligence or other breach of duty between Contractor and AURA, Contractor’s total indemnity liability to AURA shall be the percentage determined to be Contractor’s share of liability. Every obligation of this indemnification paragraph shall survive the completion of the Work hereunder and the termination of this Agreement. 18.2 Contractor shall, at its own expense, during the course of this Agreement, maintain in force at all times insurance to cover its obligations under this Agreement, and such policy shall contain an endorsement to eliminate any exclusions that might operate to prohibit the policy’s coverage of the types of claims covered by this Agreement, and such endorsement shall specially cover the terms of this Agreement. Contractor shall name AURA as an additional insured under such contract of insurance. If self-insured, Contractor will provide a Statement of Self-Insurance. In addition, Contractor shall, at its sole cost and expense, maintain in force at all times during the period of performance the types of insurance designated below with the limits of liability specified. The insurance carrier must be approved by AURA and have an A.M. Best rating of A- or better. If self-insured, Contractor will provide a Statement of Self-Insurance. • Workers' Compensation: Statutory limits • Comprehensive General Liability: $1,000,000 each occurrence/$3,000,000 • Annual aggregate (including contractual liability) • Products/Completed Operations $X00,000 each occurrence (equal to contract value) For worked performed under this Agreement on AURA's premises, Contractor will also provide the following coverage (If self-insured, Contractor will provide a Statement of Self-Insurance, including limits, if any): • Automobile Liability: • Bodily Injury $1,000,000 each occurrence • Property Damage $1,000,000 each occurrence Should Contractor take possession of property belonging to AURA that at any time will be in transit, or at a location other than AURA, additional proof of insurance for “personal property of others in the care, custody, and control” shall be provided to AURA. The limit of such coverage will be valued at replacement cost of such property as determined by AURA. The amount and type of insurance coverage requirements set forth in this Agreement or Statement of Self-Insurance shall in no way be construed as limiting the scope of the indemnity in this Article or be construed to limit Contractor’s obligations or liability under this Agreement. Such indemnity shall be required by Contractor from its subcontractors on behalf of AURA. 18.3 A Certificate of Insurance or Statement of Self-Insurance evidencing each of the above coverages and requirements shall be delivered to AURA within fifteen (15) days following the date that Contractor receives a fully executed original of this Agreement, or prior to commencement of the Work, whichever occurs first. The certificate(s) shall name AURA, its officers, agents, and employees as additional insureds, and shall provide a forty-five (45) day notice of cancellation. Requests to modify coverage will be delivered to AURA forty-five (45) days prior to the effective date of change, and such modification will require approval by AURA. Certificates shall not be canceled, materially changed, or allowed to expire until forty-five (45) days’ prior written notice has been given to AURA. 18.4 AURA shall promptly notify the Contractor in writing of any Claim(s) brought against AURA for which Contractor may be responsible under this provision. Upon its receipt of notification of Claim(s) by AURA, Contractor shall assume control promptly take over and defend any such Claim(s) by tendering the Claim(s) to its insurance company for handling. Such insurance coverage shall be primary and shall be used for purposes of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the satisfying Contractor’s expense. The City shall have the right, at its option, to participate in the defense of any third party claim, without relieving Contractor of any of its obligations hereunder. If In the Contractor assumes control of the defense of any third party claim in accordance with this paragraphevent said Claim(s) is/are not covered by insurance or such insurance is exhausted, the Contractor shall obtain the prior written consent of the City before entering into directly fulfill its obligations to indemnify, defend, and hold harmless under this provision and take over and defend any settlement of such claimClaim(s). Notwithstanding anything If Contractor fails to the contrary in this Section, the Contractor shall not assume or maintain control of the defense of any third party claimClaim(s) (either through its insurance company or directly), but AURA shall have the right to control such defense. In addition, AURA shall have the right and option to represent itself in defense of any such Claim(s) at any time if AURA, in its sole discretion, determines that its rights are not being appropriately defended by Contractor. If AURA controls such defense, Contractor agrees to pay the to AURA, promptly upon demand, all reasonable attorneys’ fees and other costs and expenses of counsel retained by the City defense. If Contractor assumes control of such defense and all expenses, including experts’ fees, if (i) an adverse determination AURA reasonably concludes that Contractor and AURA have conflicting interests or different defenses available with respect to such proceeding, then the third reasonable fees and expenses of counsel and the associated costs of such proceeding to AURA shall be considered and included as “expenses” for purposes of this Agreement. 18.5 Neither party claim wouldhereto shall agree to any settlement of, in or the good faith entry of any judgment of the Cityarising from, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and involving the other without the prior written consent of the other, which shall furnish or cause to not be furnished such records and informationunreasonably withheld, and attend such conferences, discovery proceedings, hearings, trialsdelayed, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverageconditioned.

Indemnity and Insurance. The Contractor agrees to assume liability for Inveresk shall indemnify and indemnify, hold harmless, and defend the City, its commissioners, mayor, officers, employees, agents, and attorneys of, from, Sponsor harmless from and against all liability third party claims, actions, judgements, damages, penalties, and expensefines (and any costs or expenses or reasonable professional fees incurred by the Sponsor in relation thereto) arising out of Inveresk’s or its personnel’s or contractor’s willful, including reasonable attorney’s feesreckless, in connection or negligent acts or omissions or failure to adhere to the terms of this Contract, Protocol, or failure to comply with applicable laws or regulations. The Sponsor shall indemnify and hold Inveresk harmless from and against any and all claims, demandsactions, judgements, damages, actionslosses, causes penalties, fines and any costs or expenses or professional fees incurred by Inveresk in relation thereto arising out of actionany breach of the Contract by the Sponsor or any negligent act or omission of the Sponsor. The Sponsor shall further indemnify and hold Inveresk harmless from and against any and all claims, arising directly or indirectly out of the Project by third parties and suits against any costs or expenses or professional fees incurred by Inveresk in equity relation to such claims. Except with respect to the parties’ indemnification and hold harmless agreements for matters arising out of whatever kind the indemnifying party’s or natureits personnel’s or contractor’s willful, including claims for personal injury, property damage, equitable reliefreckless, or loss negligent acts or omissions: (a) any liabilities of use, Inveresk to the extent caused by the negligence, recklessnessSponsor, or intentionally wrongful conduct of Sponsor to Inveresk, howsoever arising, in respect of the Contractor, contract and its agents, officers, Contractors, subcontractors, employees, or anyone else utilized by the Contractor in the performance of this Contract. The Contractor’s liability hereunder shall include all attorney’s fees and costs incurred by the City in the enforcement of this indemnification provision. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the to an amount of any insurance required to be obtained or maintained under this Contract. Subject equal to the limitations set forth contract price; and (b) in no event shall either party be liable to the other for any consequential loss, special or exemplary damages. If Party (the “Indemnified Party”) seeks indemnification under this Section, Contractor it shall inform the other Party the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of any the claim asserted by a third party against (including the City right to settle the claim solely for monetary consideration), and, in connection with such defenseat the Indemnifying Party’s expense, shall appoint lead counsel, in each case at the Contractor’s expense. The City shall have the right, at its option, to participate cooperate as reasonably requested in the defense of the claim. The Indemnified Party shall have the right to retain its own counsel, subject to approval by the Indemnifying Party. Such approval may be denied if an actual or potential conflict of interest exits between the counsel retained by Indemnifying Party and any third party of the proposed counsel for the Indemnified Party. The Indemnifying Party may not settle such action or claim, or otherwise consent to an adverse judgment in such action or claim, without relieving Contractor of any of its obligations hereunder. If the Contractor assumes control of the defense of any third party claim in accordance with this paragraph, the Contractor shall obtain the prior express written consent of the City before entering into any Indemnified Party if such settlement of such claim. Notwithstanding anything to or adverse judgement diminishes the contrary in this Section, the Contractor shall not assume right or maintain control interest of the defense Indemnified Party. Without limitation upon the indemnity or other obligations of any third either party claimhereunder, but each of Sponsor shall pay at all times during the fees term of counsel retained by this Contract obtain and keep in force, with insurers reasonably acceptable to Inveresk, commercial general liability insurance including coverage for products liability and having policy limits of [*]. In addition, Inveresk shall at all times during the City term of this Contract obtain and all expenseskeep in force, including expertswith insurers (a) Employers’ feesLiability Insurance (b) Public Liability Insurance (c) Non-negligence Insurance (d) Errors and Omissions Insurance, if (i) an adverse determination with respect to the third party claim would, in the good faith judgment which shall have policy limits of the City, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim[*]. Each party shall cooperateprovide written proof of the existence and terms of such insurance to the other party upon request, and cause shall in any event instruct its agents insurance carriers to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other party hereto at least thirty (30) days in advance of any complaint, claim, suit cancellation or cause expiration of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance such coverage.

Indemnity and Insurance. The Contractor agrees to assume liability for and (a) Landlord shall indemnify, hold harmlessdefend and save Tenant and its agents, and defend the City, its commissioners, mayor, officersservants, employees, agents, officers and attorneys of, from, and against all liability and expense, including reasonable attorney’s fees, in connection with directors harmless from any and all claims, demandsloss, damages, actionsliability, causes of actioncosts and expenses including, but not limited to, reasonable attorney's fees, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable relief, or loss of use, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractorall other sums which Tenant, its agents, officersservants, Contractorsemployees, officers and directors may pay or become obligated to pay on account of any claim or assertion of liability arising or alleged to have arisen out of any act or omission of Landlord, its agents, contractors, subcontractors, servants, employees, licensees or anyone else utilized by the Contractor invitees in the performance of this Contract. The Contractor’s liability hereunder shall include all attorney’s fees and costs incurred by the City in the enforcement of this indemnification provision. This includes claims made by the employees connection with construction of the Contractor against Site Improvements to be performed by or at the City and the Contractor hereby waives its entitlementdirection of Landlord under this Exhibit; provided, if anyhowever, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and Landlord shall not be responsible for any such loss, damages, liability, costs or expenses which arise from the act or omission of Tenant, its agents, contractors, subcontractors, servants, employees, directors or officers. Notwithstanding the foregoing, in no event shall Landlord be responsible for any lost profits or consequential damages. The construction contract shall require the general contractor to indemnify, defend and save Landlord and its agents, servants, employees, contractors, officers and directors harmless from any and all loss, damages, liability, costs and expenses including, but not limited by the amount to, reasonable attorneys fees, and all other sums which Landlord, its agents, servants, employees, contractors, subcontractors, officers and directors may pay or become obligated to pay, on account of any insurance required claim or assertion of liability arising or alleged to have arisen out of any act or omission of general contractor or its agents, subcontractors, or employees in connection with the construction of the Tenant's Building on the Premises; provided, however, the general contractor shall not be obtained responsible for any loss, damage, liability, cost or maintained under this Contractexpenses which arise from the negligence or willful misconduct of Landlord, its agents, servants, employees or officers. Subject to Notwithstanding the limitations foregoing, in no event shall the general contractor be responsible for any lost profits or consequential damages, except as may be otherwise set forth in this Sectionthe construction contract. (b) Notwithstanding the foregoing, Contractor shall assume control but in no event sooner than one hundred sixty (160) days after the Phase One Work has been completed, if the Certificate of Occupancy will not issue by reason of work done, or failed to be done, by Landlord (and not because of the defense manner in which Tenant shall have done its work), or by reason of any claim asserted condition of the Shopping Center that is not under Tenant's control, then it shall be the responsibility of Landlord to remedy the situation so as to enable Tenant to secure the Certificate of Occupancy, the same shall constitute a Landlord Delay and the Rent Commencement Date shall be delayed by one (1) day for each day that Tenant is delayed from opening as a third party result thereof. Landlord shall pay to Tenant an amount equal to $500 for each day of Landlord Delay. (c) Landlord and Tenant shall each maintain or cause to be maintained in force a commercial public liability policy or policies of insurance written by one or more responsible insurance carriers licensed to do business in the state where the Premises are located insuring against the City and, liability for injury to and/or death of any person and/or damage to property of any person or persons in connection with such defensethe construction of the Site Improvements to be performed by Landlord pursuant to this Agreement, shall appoint lead counseland as to Tenant, the construction of the Tenant's Building, in each case at the Contractor’s expensewith single limit liability coverage of not less than $1,000,000.00 (plus umbrella coverage for an additional $1,000,000.00). The City Such policy or policies shall have the right, at its option, to participate in the defense of any third party claim, without relieving Contractor of any of its obligations hereunder. If the Contractor assumes control of the defense of any third party claim in accordance with this paragraph, the Contractor shall obtain the prior written consent of the City before entering into any settlement of such claim. Notwithstanding anything to the contrary in this Section, the Contractor shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by the City and all expenses, including experts’ fees, if (i) an adverse determination with respect to the third party claim would, in the good faith judgment of the City, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify name the other of any complaint, claim, suit party (and Landlord's mortgagee or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the workLender) as an additional insured. Each party agrees to cooperate deliver to the other a certificate of insurance evidencing the existence of such policy or policies of insurance. Such certificate will provide that such insurance will not be canceled or materially amended unless thirty (30) days' prior written notice of such cancellation or amendment is given to the other and shall contain a waiver of subrogation clause. (d) The contract with the other general contractor shall require the general contractor to be maintain in any investigation either may conduct, force a commercial general liability policy or policies of insurance written by one or more responsible insurance carriers licensed to do business in the defense state where the Premises are located insuring against liability for injury to and/or death of any claim person and/or damage to property of any person or suit persons in which either party is namedconnection with the construction of the Tenant's Building and leasehold improvements, in each case with single limit liability coverage of not less than $1,000,000.00 (plus umbrella coverage for an additional $1,000,000.00). Such policy or policies shall name Landlord, and Landlord's Lender or mortgagee as an additional insured. Each party agrees to deliver to the other a certificate of insurance evidencing the existence of such policy or policies of insurance. Such certificate will provide that such insurance will not be canceled or materially amended unless thirty (30) days' prior written notice of such cancellation or amendment is given to the other and shall do nothing contain a waiver of subrogation clause. EXHIBIT C --------- FORM OF FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made this ______ day of ______________, 1997 between ____________________________, a ______________________________ ("Landlord"), and SILVER DINER DEVELOPMENT, INC. , a Virginia corporation ("Tenant"). R E C I T A L S - - - - - - - - A. Landlord and Tenant executed that certain Lease dated ___________________ (collectively referred to impair or invalidate any applicable insurance coverageherein with all amendments and agreements regarding that certain Lease as the "Lease") with respect to certain Premises located - ___________________, all as more particularly described in the Lease. All terms and definitions used in this Amendment not herein defined are to be given the definition of the term as provided in the Lease, unless specifically stated otherwise. B. Section 2(c) of the Lease requires that the Landlord and Tenant execute this Amendment to establish the Rent Commencement Date and the Lease Expiration Date.

Indemnity and Insurance. The Contractor Vendor agrees to assume liability for indemnify and indemnify, hold harmless, and defend harmless the City, its commissioners, mayor, officers, employees, agents, and attorneys of, from, Indemnified Parties from and against all liability Claims, losses, damages, injuries, liability, costs and expenseexpenses (including lost profits, including reasonable attorney’s fees, Product recalls and consumer complaint costs) incurred by them and resulting from any breach of this Agreement on the part of the Vendor or in connection with the quality, the safety or defectiveness of any kind of the Products supplied by the Vendor or arising out of any act or omission on the part of the Vendor or of any person for whom the latter is legally responsible, and which has not otherwise arisen from the negligence or intentional omission of METRO, or out of any violation of law or regulation or non compliance with a Certification authority or governmental authority. As part of this indemnification, the Vendor shall assume full responsibility for all reasonable costs and expenses incurred (including all counsel fees, disbursements, judgments and/or settlements thereby incurred) in conjunction with the investigation, defence and settlement of any and all claimsClaims. Upon METRO's request, demandsthe Vendor shall, damagesin a timely manner, actionsassume the investigation and defence of a Claim, causes of actionprovided, that the Vendor shall keep METRO informed with respect to such defence and chosen counsel, and suits in equity of whatever kind or natureMETRO reserves the right to approve counsel, including claims for personal injurywhich approval shall not be unreasonably withheld, property damageand provided, equitable relieffurther, or loss of usethat the Vendor not enter into any settlement without METRO's consent, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor, its agents, officers, Contractors, subcontractors, employees, or anyone else utilized by the Contractor in the performance of this Contract. The Contractor’s liability hereunder which consent shall include all attorney’s fees and costs incurred by the City in the enforcement of this indemnification provisionnot be unreasonably withheld. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision obligation shall survive the termination of this Contract Agreement for any reason whatsoever. At all times during the term of this Agreement, the Vendor shall maintain a broad public liability insurance policy covering damages, including injuries and death, for a minimum of $10,000,000 per incident. The policy shall name METRO, Metro Richelieu Inc., Metro Inc., Metro Ontario Inc. and XxXxxxx Distributeur Pharmaceutique Inc., each as additional insured and shall not be limited by the amount of any insurance required to be obtained or maintained under this Contract. Subject contain a clause to the limitations set forth in this Sectioneffect that the insurer shall give METRO at least thirty (30) days' written notice by registered mail before the policy's cancellation, Contractor shall assume control non-renewal or any modification affecting the rights of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the Contractor’s expenseadditional insureds. The City Vendor shall have the right, at its option, to participate in the defense provide METRO with copies of any third party claim, without relieving Contractor insurance certificates within thirty (30) days of any execution of its obligations hereunder. If the Contractor assumes control of the defense of any third party claim in accordance with this paragraph, the Contractor shall obtain the prior written consent of the City before entering into any settlement of such claim. Notwithstanding anything to the contrary in this Section, the Contractor shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by the City Agreement and all expenses, including experts’ fees, if (i) an adverse determination with respect to the third party claim would, in the good faith judgment of the City, be detrimental in any material respect event prior to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, any delivery of Products and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverageafter each renewal.

Indemnity and Insurance. The Contractor agrees to Supplier and CHC hereby agree that: (i) Supplier shall assume liability responsibility for and indemnify, shall indemnify and hold CHC harmless, and defend CHC, from all losses (including claims for injuries to employees of Supplier or of CHC), expenses, attorneys' fees, damages, claims and judgments resulting from the Citynegligent acts or omissions or wrongful acts of Supplier, its commissioners, mayor, officers, agents or employees, agents; (ii) CHC shall assume responsibility for and shall indemnify and hold Supplier harmless, and attorneys ofdefend Supplier, fromfrom all losses (including claims for injuries to employees of Supplier or of CHC), expenses, attorneys' fees, damages, claims and against all liability judgments resulting from the negligent acts or omissions or wrongful acts of CHC, its agents or employees. The party seeking indemnification pursuant to this Section shall notify the other party in writing by registered mail of the assertion of any claim, or the commencement of any suit, action or proceeding by any party in respect of which indemnity may be sought under this agreement within thirty (30) days of the party's actual knowledge of such assertion or commencement. Failure to notify the other party will not result in the waiver of indemnity rights with respect to such claim, suit, action or proceeding, unless such failure shall prejudice the rights of the other party. The parties shall cooperate with each other in the defense and settlement of any such claim, suit, action or proceeding. The indemnities and assumptions of liabilities and obligations herein provided for shall continue in full force and effect notwithstanding the termination of this Agreement whether by expiration of time, by operation of law or otherwise. During the term of this Agreement, Supplier will at its sole cost and expense, including reasonable attorney’s feesmaintain general public liability, in connection products liability and property damage insurance with any limits of not less than $1,000,000.00 per incident; and $3,000,000.00 per annum aggregate. All policies insuring against liability for bodily injury or death or damage to property shall include coverage for malpractice if such exposure exists and shall insure Supplier against the matters covered by Supplier's contractual duty to indemnify CHC set out hereinabove. Supplier will provide CHC with certificates evidencing the insurance required hereunder, and all claims, demands, damages, actions, causes such policies shall provide that notice of action, and suits cancellation or termination thereof shall be provided in equity advance to CHC. In the event of whatever kind cancellation or nature, including claims for personal injury, property damage, equitable relief, or loss of use, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct termination of the Contractorcoverage described herein, its agents, officers, Contractors, subcontractors, employees, Supplier shall immediately obtain substitute or anyone else utilized by the Contractor in the performance of this Contract. The Contractor’s liability hereunder shall include all attorney’s fees and costs incurred by the City in the enforcement of this indemnification provision. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the amount of any insurance required to be obtained or maintained under this Contract. Subject to the limitations set forth in this Section, Contractor shall assume control of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the Contractor’s expense. The City shall have the right, at its option, to participate in the defense of any third party claim, without relieving Contractor of any of its obligations hereunder. If the Contractor assumes control of the defense of any third party claim in accordance with this paragraph, the Contractor shall obtain the prior written consent of the City before entering into any settlement of such claim. Notwithstanding anything to the contrary in this Section, the Contractor shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by the City and all expenses, including experts’ fees, if (i) an adverse determination with respect to the third party claim would, in the good faith judgment of the City, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance replacement coverage.

Indemnity and Insurance. The Contractor agrees to assume liability shall be liable for and indemnifyshall indemnify and keep indemnified RSSB against all damages, hold harmlesslosses, and defend the Citycompensation, its commissioners, mayor, officers, employees, agents, and attorneys of, expenses and/or costs howsoever incurred or suffered arising directly or indirectly from, and against all liability and expense, including reasonable attorney’s fees, out of or in connection with this Agreement (including any and all claims, demands, damages, actionslosses, causes compensation, expenses and/or costs arising from the death or injury of action, any person and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable relief, or any loss of use, or damage to the extent any physical property) caused by the negligenceany act, recklessness, default or intentionally wrongful conduct negligence of the Contractor, its sub-contractors and/or agents and against all actions, claims, demands or proceedings in respect thereof or in relation thereto, provided that this liability and indemnity shall not apply to the extent that such damage, loss, compensation, expense and/or cost is wholly or partly attributable to any act, default or negligence of RSSB or a third party (other than the Contractor's sub-contractors and/or agents, officers, Contractors, subcontractors, employees, or anyone else utilized by ). The Contractor will effect and maintain for the Contractor in the performance period of this Contract. The Contractor’s liability hereunder Agreement an insurance policy or policies with a reputable insurance company for such sums as RSSB considers to be adequate, but in any event for not less than £1,000,000 (one million pounds sterling) for any one incident and which shall include all attorney’s fees and costs incurred by cover the City in the enforcement of this indemnification provision. This includes claims made by the employees of the Contractor against the City indemnity set out above and the Contractor hereby waives its entitlement, if any, shall produce to immunity under Section 440.11, Florida StatutesRSSB on demand evidence of the policy and/or a form of a certificate prepared by the insurance providers. The obligations contained in this provision shall survive termination provisions of this Contract and clause 9 shall not be limited by continue to apply after termination or expiry of this Agreement. Intellectual Property Rights Unless otherwise agreed in writing between the amount of parties, all Intellectual Property Rights attaching to any insurance required to be obtained materials which are written or maintained under this Contract. Subject produced on a bespoke or customised basis pursuant to the limitations set forth in terms of this Section, Contractor shall assume control of the defense of Agreement (including any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the Contractor’s expense. The City shall have the right, at its option, to participate rights as may arise in the defense of any third party claimfuture) shall be owned by RSSB, without relieving Contractor of any of its obligations hereunder. If the Contractor assumes control of the defense of any third party claim in accordance with this paragraph, and the Contractor shall obtain ensure that it executes all documents necessary to effect such ownership. Intellectual Property Rights subsisting in any plans, drawings, documents, handbooks, codes of practice or any other information (the prior written consent of the City before entering into any settlement of such claim. Notwithstanding anything “Documents”) provided by RSSB to the contrary in Contractor pursuant to the terms of this Section, Agreement shall at all times remain the property of RSSB and the Contractor shall not assume use, reproduce, disseminate, adapt, transmit in any form or maintain control by any means the Documents or any part thereof or permit the same to be so used, reproduced, disseminated, adapted or transmitted as aforesaid or published other than for the purposes of carrying out the Contractor’s obligations under this Agreement. The Contractor grants to RSSB an irrevocable, non-exclusive, royalty-free licence to use for any purpose in connection with the Service all the Contractor’s intellectual property which the Contractor has used or supplied in connection with the Service, provided that the Contractor shall have no liability for any use of such intellectual property other than for the purposes for which it is intended. RSSB may grant sub-licences out of the defense said licence. The Contractor warrants that any work or materials provided by the Contractor or any sub-Contractor to RSSB and its use by RSSB shall not infringe any Intellectual Property Rights or moral rights of any third party claimparty. The Contractor shall indemnify and keep indemnified RSSB against all loss, but shall pay the fees damage, costs and expenses for which RSSB is or becomes liable as a result of counsel retained any infringement or alleged infringement by the City and all expenses, including experts’ fees, if (i) an adverse determination with respect to the third party claim would, in the good faith judgment of the City, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFB. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverageparty’s Intellectual Property Rights.

Indemnity and Insurance. 5.1 The Contractor agrees to assume liability for and indemnify, hold harmless, and defend the City, its commissioners, mayor, officers, employees, agents, and attorneys of, from, and against all liability and expense, including reasonable attorney’s fees, in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable relief, or loss of use, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor, its agents, officers, Contractors, subcontractors, employees, or anyone else utilized by the Contractor in the performance of this Contract. The Contractor’s liability hereunder shall include all attorney’s fees and costs incurred by the City in the enforcement of this indemnification provision. This includes claims made by the employees of the Contractor against the City and the Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. The obligations contained in this provision shall survive termination of this Contract and shall not be limited by the amount of any insurance required to be obtained or maintained under this Contract. Subject to the limitations set forth in this Section, Contractor shall assume control of the defense of any claim asserted by a third party against the City and, in connection with such defense, shall appoint lead counsel, in each case at the Contractor’s expense. The City shall have the right, at its option, to participate in the defense of any third third-party claim, without relieving Contractor of any of its obligations hereunder. If the Contractor assumes control of the defense of any third party claim in accordance with this paragraph, the Contractor shall obtain the prior written consent of the City before entering into any settlement of such claim. Notwithstanding anything to the contrary in this Section, the Contractor shall not assume or maintain control of the defense of any third party claim, but shall pay the fees of counsel retained by the City and all expenses, including experts’ fees, if (i) an adverse determination with respect to the third party claim would, in the good faith judgment of the City, be detrimental in any material respect to the City’s reputation; (ii) the third party claim seeks an injunction or equitable relief against the City; or (iii) the Contractor has failed or is failing to prosecute or defend vigorously the third party claim. Each party shall cooperate, and cause its agents to cooperate, in the defense or prosecution of any third party claim and shall furnish or cause to be furnished such records and information, and attend such conferences, discovery proceedings, hearings, trials, or appeals, as may be reasonably requested in connection therewith. It is the specific intent of the parties hereto that the foregoing indemnification complies with Section 725.06, Florida Statutes, as amended. The Contractor expressly agrees that it will not claim, and waives any claim, that this indemnification violates Section 725.06, Florida Statutes. Nothing contained in the foregoing indemnification or any other provision in the Contract Documents shall be construed as a waiver of any immunity or limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28, Florida Statutes. . 5.2 INSURANCE: Prior to commencing any work, the Contractor shall provide proof of insurance coverage as required in the IFBRFP. All such insurance policies may not be modified or terminated without the express written authorization of the City. Failure to comply with the foregoing requirements shall not relieve the Contractor of its liability and obligations under this Contract. Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the Contract Documents and/or performance of the work. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverage.