Common use of Insurance and Liability Clause in Contracts

Insurance and Liability. The CONSULTANT agrees to indemnify, defend, and save harmless the DISTRICT, its officers, agents, and employees as provided in Appendix B, attached hereto and hereby incorporated by reference. To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend DISTRICT, its officers, directors, employees and agents as provided in Appendix B from and against all claims, damages, costs, losses and expenses (including but not limited to attorneys’ fees) caused by, arising out of or related to the negligence (including but not limited to professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents, subconsultants and subcontractors in the performance or furnishing of services under this agreement, provided however, that CONSULTANT’s liability to DISTRICT shall not exceed the percentage share of such claim, damages, cost, loss and expense that the negligence (including professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents subconsultants and subcontractors bears to the total negligence of all negligent entities and individuals determined on the basis of comparative negligence principles. Insurance policies shall provide that such insurance is primary insurance. Coverages described in Appendix B shall be maintained through the term of this Agreement, and the CONSULTANT shall file with the DISTRICT prior to the execution of this Agreement, and as policy renewals occur, a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. A. CONSULTANT and its subcontractors shall maintain worker's compensation and employers' liability insurance in accordance with the amount(s) and coverage(s) in the attached Appendix B. B. CONSULTANT and its subcontractors shall maintain commercial general liability and automobile liability insurance protecting it against claims arising from bodily or personal injury or damage to property, including loss of use thereof, resulting from operations of CONSULTANT pursuant to this AGREEMENT or from the use of automobiles and equipment of or by CONSULTANT. The amount(s) and coverage(s) shall be in accordance with Appendix B. C. CONSULTANT shall maintain a policy of professional liability insurance, protecting it against claims arising out of the negligent acts, errors, or omissions for which it is legally liable in the performance or furnishing of professional services pursuant to this AGREEMENT. Such insurance shall be maintained for one (1) year after final completion of construction. The amount(s) and coverage(s) shall be in accordance with Appendix B. D. CONSULTANT shall submit to the DISTRICT a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. Upon written request from DISTRICT, CONSULTANT is required to provide DISTRICT with complete copies of such policies or certified evidence of coverage. Approval or acceptance of said insurance by DISTRICT shall not relieve or decrease the liability of CONSULTANT hereunder. E. DISTRICT agrees to endeavor to include a provision in the DISTRICT 'S contract with the Construction Contractor engaged on the Project which requires that CONSULTANT be listed as an additional insured on such Construction Contractor(s) liability insurance policy and property insurance (Builder's Risk) policy, if any.

Insurance and Liability. The CONSULTANT agrees to indemnify, defend, and save harmless the DISTRICT, its officers, agents, and employees as provided in Appendix B, attached hereto and hereby incorporated by reference. To reference to the fullest extent permitted by law, . CONSULTANT shall indemnify, hold harmless and defend DISTRICT, its officers, directors, employees and agents agents, and authorized volunteers as provided in Appendix B Attachment 4 from and against all claims, damages, costs, losses and expenses (including but not limited to attorneys’ fees) caused by, arising out of or related to the negligence (including but not limited to professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents, subconsultants and subcontractors in the performance or furnishing of services under this agreement, provided however, that CONSULTANT’s liability to DISTRICT shall not exceed the percentage share of such claim, damages, cost, loss and expense that the negligence (including professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents subconsultants and subcontractors bears to the total negligence of all negligent entities and individuals determined on the basis of comparative negligence principles. Insurance policies shall provide that such insurance is primary insurance. Coverages described in Appendix B shall be maintained through the term of this Agreement, and the CONSULTANT shall file with the DISTRICT prior to the execution of this Agreement, and as policy renewals occur, a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. A. CONSULTANT and its subcontractors shall maintain worker's compensation and employers' liability insurance in accordance with the amount(s) and coverage(s) in the attached Appendix B. B. CONSULTANT and its subcontractors shall maintain commercial general liability and automobile liability insurance protecting it against claims arising from bodily or personal injury or damage to property, including loss of use thereof, resulting from operations of CONSULTANT pursuant to this AGREEMENT or from the use of automobiles and equipment of or by CONSULTANT. The amount(s) and coverage(s) shall be in accordance with Appendix B. C. CONSULTANT shall maintain a policy of professional liability insurance, protecting it against claims arising out of the negligent acts, errors, or omissions for which it is legally liable in the performance or furnishing of professional services pursuant to this AGREEMENT. (Such insurance shall be maintained for one (1) year after final completion of construction. The amount(s) and coverage(s) shall be in accordance with Appendix B. D. CONSULTANT shall submit to the DISTRICT a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. Upon written request from DISTRICT, DISTRICT CONSULTANT is required Required to provide DISTRICT with complete copies of such policies or certified evidence of coverage. Approval or acceptance of said insurance by DISTRICT shall not relieve or decrease the liability of CONSULTANT hereunder. E. DISTRICT agrees to endeavor to include a provision in the DISTRICT 'S contract with the Construction Contractor engaged on the Project which requires that CONSULTANT be listed as an additional insured on such Construction Contractor(s) liability insurance policy and property insurance (Builder's Risk) policy, if any.

Insurance and Liability. The CONSULTANT agrees Landlord and Tenant further covenant and agree as follows: 11.01 The Tenant shall take out and keep in force during the Term: (a) comprehensive general public liability insurance (covering bodily injury, death and property damage) on an occurrence basis with respect to indemnifyall construction, defend, installation and save harmless the DISTRICT, its officers, agents, and employees as provided in Appendix B, attached hereto and hereby incorporated by reference. To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend DISTRICT, its officers, directors, employees and agents as provided in Appendix B from and against all claims, damages, costs, losses and expenses (including but not limited to attorneys’ fees) caused by, arising out of or related to the negligence (including but not limited to professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents, subconsultants and subcontractors alteration done in the performance or furnishing of services under this agreementLeased Premises by the Tenant, provided howeverthe business carried on, that CONSULTANT’s liability to DISTRICT shall not exceed the percentage share of such claim, damages, cost, loss and expense that the negligence (including professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents subconsultants and subcontractors bears to the total negligence of all negligent entities and individuals determined on the basis of comparative negligence principles. Insurance policies shall provide that such insurance is primary insurance. Coverages described in Appendix B shall be maintained through the term of this Agreement, and the CONSULTANT shall file with the DISTRICT prior to the execution of this Agreement, and as policy renewals occur, a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. A. CONSULTANT and its subcontractors shall maintain worker's compensation and employers' liability insurance in accordance with the amount(s) and coverage(s) in the attached Appendix B. B. CONSULTANT and its subcontractors shall maintain commercial general liability and automobile liability insurance protecting it against claims arising from bodily or personal injury or damage to property, including loss of use thereof, resulting from operations of CONSULTANT pursuant to this AGREEMENT or from the Leased Premises and the Tenant's use and occupancy thereof, of automobiles not less than $1,000,000.00; (b) insurance in such amounts as may be reasonably required by the Landlord in respect of fire and such other perils as are from time to time defined in the usual extended coverage endorsement covering the Tenant's trade fixtures and the furniture and equipment of the Tenant and all Leasehold Improvements of the Tenant, and which insurance shall include the Landlord as a named insured as the Landlord's interest may appear with respect to insured Leasehold Improvements and provide that any proceeds recoverable in the event of loss to Leasehold Improvements shall be payable to the Landlord but the Landlord agrees to make available such proceeds toward the repair or replacement of the insured property if this Lease is not terminated pursuant to any provision hereof, and if this Lease is terminated for reasons other than the default of the Tenant hereunder, the Landlord and Tenant agree that the proceeds shall be divided between the Landlord and the Tenant as their respective interest in the Leasehold Improvements may appear, (as determined by CONSULTANTagreement or failing agreement by arbitration pursuant to Section 15.10 hereof); and (c) plate glass insurance (if there shall be plate glass in the Lease Premises) in amount and on terms satisfactory to the Landlord. The amount(s) and coverage(s) All insurance required to be maintained by the Tenant hereunder shall be in accordance with Appendix B. C. CONSULTANT shall maintain a policy of professional liability insurance, protecting it against claims arising out of amounts and on terms REASONABLY satisfactory to the negligent acts, errors, or omissions for which it is legally liable in the performance or furnishing of professional services pursuant to this AGREEMENTLandlord. Such insurance shall be maintained by policies in form satisfactory from time to time to the Landlord and with insurers acceptable to the Landlord, ACTING REASONABLY, and shall provide that such insurers shall provide to the Landlord thirty (30) days prior written notice of cancellation or material alteration of such policies. Each policy shall name the Landlord as an additional insured except for coverage for the Tenant's trade fixtures and furnishings and equipment but including coverage for Leasehold Improvements in respect contain a waiver of cross-claim and subrogation against the Landlord and shall protect and indemnify both the Landlord and the Tenant. The Tenant shall furnish to the Landlord certificates, or, if required by the Landlord, certified copies of the policies (signed by the insurers) of the insurance from time to time required to be effected by the Tenant and evidence acceptable to the Landlord of their continuation in force. If the Tenant shall fail to take out, renew and keep in force such insurance the Landlord may do so as the agent of the Tenant and the Tenant shall repay to the Landlord any amounts paid by the Landlord as premiums forthwith upon demand. 11.02 The Tenant covenants and agrees that: (a) the Landlord shall not be liable for any bodily injury to or the death of, or loss or damage to any property belonging to, the Tenant or its employees, invitees, or licensees or any other person (on Land for the purpose of attending at the Leased Premises), on or about the Land, unless resulting from the actual fault or negligence of the Landlord. Provided that, THE LANDLORD IS NOT DEEMED RESPONSIBLE, in no event shall the Landlord be liable for any consequential injury, loss or damage, or: (i) for any injury or damage of any nature whatsoever to any persons or property caused by the failure by reason of a breakdown or other cause, to supply adequate drainage, snow or ice removal, or by reason of the interruption of any public utility or other service, or in the event of gas, steam, water, rain, snow, ice, or other substances leaking, issuing or flowing from the water, steam, sprinkler or drainage pipes or plumbing of the Building or from any other place or quarter, into any part of the Leased Premises or for any loss or damage caused by or attributable to the condition or arrangement of any electric or other wiring or for any damage caused by anything done or omitted to be done by any other tenant of the Building; (ii) for any act or omission (including theft, malfeasance or negligence) on the part of any agent, contractor or person from time to time employed by it to perform janitor services, security services, maintenance, supervision or Additional Services or any other work in or about the Leased Premises or the Building. THE LANDLORD, ACTING REASONABLY, SHALL ENSURE THAT SUCH SERVICES SHALL CARRY SUFFICIENT AND APPROPRIATE INSURANCE AND/OR ARE BONDED; (iii) for loss or damage, however caused, to money, securities, negotiable instruments, papers or other valuables of the Tenant, including any consequential loss or damage resulting therefrom; or (iv) for loss or damage to any automobiles or their contents for the unauthorized use by other tenants or strangers of parking space allotted to the Tenant, but the covenants to indemnify the Landlord against and from all loss, costs, claims and demands in respect of any such injury or loss to it or its employees, invitees or licensees or any other person on the Land for the purpose of attending at the Leased Premises or in respect of any such damage to property belonging to or entrusted to the care of any of the aforementioned; (b) the Landlord shall have no responsibility or liability for the failure to supply interior climate control or elevator service when prevented from doing so by strikes, the necessity of repairs, any order or regulation of any body having jurisdiction, the failure of the supply of any utility required for the operation thereof or any other cause beyond the Landlord's reasonable control, and shall not be held responsible for indirect or consequential damages or other damages for personal discomfort or illness or injury resulting therefrom or for any bodily injury, death or damage to property arising from the use of, or any happening in or about, any elevator; (c) the Landlord may require one (1) year after final completion the Tenant has fully occupied the Leased Premises in order to adjust and balance the climate control system and the Landlord shall not be responsible for any inconvenience, discomfort, damages, loss or claims whatsoever arising out of constructionthe process of such adjustment or balancing; (d) the Landlord shall be under no obligation to repair or maintain or insure the Tenant' s Leasehold Improvements, furniture, equipment or other property; (e) omission in the course of its curing or attempting to cure any such default or in the event of its entering upon the Leased Premises to undertake any examination thereof or any work therein or in the case of any emergency. 11.03 The Tenant agrees to defend, indemnify and save harmless the Landlord in respect of all claims for bodily injury or death, property damage or other loss or damage arising howsoever out of the use or occupation of the Leased Premises or from the conduct of any work by or any act or omission of the Tenant or any assignee, subtenant, agent, employee, contractor, invitee or licensee of the Tenant, and in respect of all costs, expenses and liabilities incurred by the Landlord in connection with or arising out of all such claims, including the expenses of any action or proceeding pertaining thereto, and in respect of any loss, cost, expense or damage suffered or incurred by the Landlord arising from any breach or non-performance by the Tenant of any of its covenants or obligations under this Lease. The amount(s) and coverage(s) Tenant's obligation to observe or perform this covenant shall be in accordance with Appendix B. D. CONSULTANT shall submit to survive the DISTRICT a Certificate expiration or other termination of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. Upon written request from DISTRICT, CONSULTANT is required to provide DISTRICT with complete copies Term of such policies or certified evidence of coverage. Approval or acceptance of said insurance by DISTRICT shall not relieve or decrease the liability of CONSULTANT hereunderthis Lease. E. DISTRICT agrees to endeavor to include a provision in the DISTRICT 'S contract with the Construction Contractor engaged on the Project which requires that CONSULTANT be listed as an additional insured on such Construction Contractor(s) liability insurance policy and property insurance (Builder's Risk) policy, if any.

Insurance and Liability. The CONSULTANT agrees All the labor to be performed and materials to be furnished in the operations of Lessee hereunder shall be at the cost and expense of Lessee, and Lessor shall not be chargeable with, or liable for, any part thereof, and Lessee shall protect the Leased Land against liens of every character arising from its operations thereon. Lessee shall protect, indemnify, defend, defend and save hold KLDC and Lessor harmless the DISTRICT, its officers, agents, and employees as provided in Appendix B, attached hereto and hereby incorporated by reference. To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend DISTRICT, its officers, directors, employees and agents as provided in Appendix B from and against all claimsloss, damages, costs, losses claims and expenses liens of every kind and character (including but not limited to attorneys’ feesWorkmen's Compensation claims and claims of third parties) caused bywhich may be occasioned by reason of the operations or workings of Lessee, its employees, agents or independent contractors upon the Leased Land, including but not limited to, the pollution or flooding of the surface or subsurface waters affecting other adjacent or nearby property. Lessee will at its own expense effect and maintain during the whole of said term comprehensive general liability insurance with respect to the Leased Land under policies naming KLDC and Lessor as an additional assured in an insurance company authorized to do business in Hawaii with minimum limits of not less than the reasonable amounts specified by Lessor's insurance consultant, such amounts being for injury to one or more persons in any one accident or occurrence and for property damage, respectively, or such higher limits as Lessors may from time to time establish, with due regard to prevailing prudent business practice, as reasonably adequate for KLDC's and Lessor's protection, and will from time to time deposit with Lessor current certificates of such insurance and upon request therefor true copies of such insurance policies. Lessee shall remain responsible and liable for any costs, expenses and liabilities arising out of or related to the negligence (including but not limited to professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents, subconsultants and subcontractors in the performance or furnishing of services under this agreement, provided however, that CONSULTANT’s liability to DISTRICT shall not exceed the percentage share of such claim, damages, cost, loss and expense that the negligence (including professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents subconsultants and subcontractors bears to the total negligence of all negligent entities and individuals determined any way connected with xxxxx drilled by Lessee on the basis of comparative negligence principles. Insurance policies shall provide that such insurance is primary insurance. Coverages described in Appendix B shall be maintained through Leased Land, whether abandoned or note during the term of this Agreementlease, and any extensions or renewals thereof, and thereafter Lessee will indemnify KLDC and Lessor for any costs, expenses and liabilities in connection therewith for a period of twenty (20) years. Notwithstanding the CONSULTANT foregoing, Lessee shall file remain responsible and liable for such xxxxx beyond said period of 20 years in the event such costs, expenses and liabilities arise from or are connected in any way with the DISTRICT prior negligence of Lessee, or Lessee's failure to the execution of this Agreementconduct its operations in a prudent and workmanlike manner, and as policy renewals occur, a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. A. CONSULTANT and or its subcontractors shall maintain worker's compensation and employers' liability insurance in accordance failure to comply with the amount(s) and coverage(s) in the attached Appendix B. B. CONSULTANT and its subcontractors shall maintain commercial general liability and automobile liability insurance protecting it against claims arising from bodily or personal injury or damage to property, including loss of use thereof, resulting from operations of CONSULTANT pursuant to this AGREEMENT or from the use of automobiles and equipment of or by CONSULTANT. The amount(s) and coverage(s) shall be in accordance with Appendix B. C. CONSULTANT shall maintain a policy of professional liability insurance, protecting it against claims arising out of the negligent acts, errors, or omissions for which it is legally liable in the performance or furnishing of professional services pursuant to this AGREEMENT. Such insurance shall be maintained for one (1) year after final completion of construction. The amount(s) and coverage(s) shall be in accordance with Appendix B. D. CONSULTANT shall submit to the DISTRICT a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. Upon written request from DISTRICT, CONSULTANT is required to provide DISTRICT with complete copies of such policies or certified evidence of coverage. Approval or acceptance of said insurance by DISTRICT shall not relieve or decrease the liability of CONSULTANT hereunderGeothermal Regulations. E. DISTRICT agrees to endeavor to include a provision in the DISTRICT 'S contract with the Construction Contractor engaged on the Project which requires that CONSULTANT be listed as an additional insured on such Construction Contractor(s) liability insurance policy and property insurance (Builder's Risk) policy, if any.

Insurance and Liability. The CONSULTANT agrees SPANLINK shall maintain and cause SPANLINK's subcontractors to indemnify, defend, and save harmless the DISTRICT, its officers, agents, and employees as provided in Appendix B, attached hereto and hereby incorporated by reference. To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend DISTRICT, its officers, directors, employees and agents as provided in Appendix B from and against all claims, damages, costs, losses and expenses (including but not limited to attorneys’ fees) caused by, arising out of or related to the negligence (including but not limited to professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents, subconsultants and subcontractors in the performance or furnishing of services under this agreement, provided however, that CONSULTANT’s liability to DISTRICT shall not exceed the percentage share of such claim, damages, cost, loss and expense that the negligence (including professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents subconsultants and subcontractors bears to the total negligence of all negligent entities and individuals determined on the basis of comparative negligence principles. Insurance policies shall provide that such insurance is primary insurance. Coverages described in Appendix B shall be maintained through maintain during the term of this Agreement: (1) Workers' Compensation insurance as prescribed by the law of the state or nation in which the work is performed, (2) employer's liability insurance with limits of at least $300,000 each occurrence, and (3) comprehensive automobile liability insurance if the CONSULTANT use of motor vehicles is required, with limits of at least $1,000,000 for bodily injury and property damage for each occurrence and (4) Comprehensive General Liability (CGL) insurance, including Blanket Contractual Liability, and Broad Form Property damage, with limits of at least S1,000,000 combined single limit for personal injury and property damage for each occurrence, and (5) if the furnishing to LUCENT (by sale or otherwise) of products or material is involved, CGL insurance endorsed to include products liability and completed operations coverage in the amount of $3,000,000 for each occurrence. All CGL insurance shall file with designate LUCENT as an additional insured. All such insurance must be primary and required to respond and pay prior to any other available coverage. SPANLINK agrees that SPANLINK, SPANLINK's insurer(s) and anyone claiming by, through, under- or in SPANLINK's behalf shall have no claim, right of action or right of subrogation against LUCENT and its customers based on any loss or liability insured against under the DISTRICT foregoing insurance. SPANLINK and SPANLINK's subcontractors shall furnish prior to the execution start of this Agreementwork certificates or adequate proof of the foregoing insurance, including copies of the endorsements and insurance policies. Such insurance policies or endorsements shall provide that LUCENT be notified in writing at least thirty (30) days prior to cancellation of or any change in the policy. All persons furnished by SPANLINK shall be considered solely SPANLINK's employees or agents, and as policy renewals occurSPANLINK shall be responsible for payment of all unemployment, a Certificate of Insurance evidencing that the insurance coverages social security and other payroll taxes, including contributions from them when required herein have been obtained by law. SPANLINK agrees to indemnify and are currently in effect. A. CONSULTANT save harmless LUCENT, its affiliates and its subcontractors shall maintain workercustomers and their officers, directors, employees, successors and assigns (all hereinafter referred to as LUCENT) from and against any losses, damages, claims, demands, suits, liabilities and expenses (including reasonable attorney's compensation and employers' liability insurance in accordance with the amount(sfees) and coverage(sthat arise out of or result from: (1) in the attached Appendix B. B. CONSULTANT and its subcontractors shall maintain commercial general liability and automobile liability insurance protecting it against claims arising from bodily injuries or personal injury death to persons or damage to property, including loss of use thereoftheft, resulting from operations of CONSULTANT pursuant to this AGREEMENT or from the use of automobiles and equipment of or by CONSULTANT. The amount(s) and coverage(s) shall be in accordance with Appendix B. C. CONSULTANT shall maintain a policy of professional liability insurance, protecting it against claims any way arising out of or occasioned by, caused or alleged to have been caused by or on account of the negligent actsperformance of the work or services performed by SPANLINK or person furnished by SPANLINK, errors(2) assertions under Worker's Compensation or similar acts made by persons furnished by SPANLINK or by a subcontractor, or omissions by reason of any injuries to such persons for which it is legally liable in LUCENT would be responsible under Worker's Compensation or similar acts if the performance persons were employed by LUCENT, or furnishing of professional services pursuant (3) any failure by SPANLINK to perform SPANLINK's obligations under this AGREEMENTArticle. Such insurance shall be maintained for one (1) year after final completion of construction. The amount(s) and coverage(s) shall be in accordance with Appendix B. D. CONSULTANT shall submit to the DISTRICT a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. Upon written request from DISTRICT, CONSULTANT is required to provide DISTRICT with complete copies of such policies or certified evidence of coverage. Approval or acceptance of said insurance by DISTRICT shall not relieve or decrease the liability of CONSULTANT hereunder. E. DISTRICT SPANLINK agrees to endeavor defend LUCENT at LUCENT request, against any such claim, demand or suit. LUCENT agrees to include notify SPANLINK within a provision in the DISTRICT 'S contract with the Construction Contractor engaged on the Project reasonable time of any written claims or demands against SPANLINK for which requires that CONSULTANT be listed as an additional insured on such Construction Contractor(s) liability insurance policy and property insurance (Builder's Risk) policy, if anySPANLINK is responsible under this Article.

Insurance and Liability. (a) The CONSULTANT Landlord shall take out and keep in force during the Term insurance with respect to the Property except for the "Leasehold Improvements" (as hereafter defined) in the Leased Premises. The insurance to be maintained by the Landlord shall be in respect of perils and in amounts and on terms and conditions which from time to time are insurable at a reasonable premium and which are normally insured by reasonable prudent owners of properties similar to the Property, all as from time to time determined at reasonable intervals by insurance advisors selected by the Landlord, and whose opinion shall be conclusive. Unless and until the insurance advisors shall state that any such perils are not customarily insured against by owners of properties similar to the Property, the perils are not customarily insured against by owners of properties similar to the Property, the perils to be insured against by owners of properties similar to the Property, the perils to be insured against by the Landlord shall include, without limitation, public liability, boilers and machinery, fire and extended perils and may include at the option of the Landlord losses suffered by the Landlord in its capacity as Landlord through business interruption. The insurance to be maintained by the Landlord shall contain a waiver by the insurer of any rights of subrogation or indemnity or any other claim over which the insurer might otherwise be entitled against the Tenant or the agents or employees of the Tenant. (b) The Tenant shall take out and keep in force during the Term: (i) comprehensive general public liability insurance all on an occurrence basis with respect to the business carried on in or from the Leased Premises and the Tenant's use and occupancy of the Leased Premises and of any other part of the Property, with coverage for any one occurrence or claim of not less than Five Million Dollars ($5,000,000) or such other amount as the Landlord may reasonably require upon not less than one (1) month notice at any time during the Term, which insurance shall include the Landlord as a named insured and shall contain a cross liability clause protecting the Landlord in respect of claims by the Tenant as if the Landlord were separately insured; (ii) insurance in respect of fire and such other perils as are from time to time in the usual extended coverage endorsement covering the Leasehold Improvements, trade fixtures, and the furniture and equipment in the Leased Premises for not less than 80% of the full replacement cost thereof, and which insurance shall include the Landlord as a named insured as the Landlord's interest may appear; and (iii) insurance against such other perils and in such amounts as the Landlord may from time to time reasonably require upon not less than ninety (90) says' written notice, such requirement to be made on the basis that the required insurance is customary at the time for prudent tenants of properties similar to the Property. All insurance required to be maintained by the Tenant shall be on terms and with insurers satisfactory to the Landlord. Each policy shall contain: (A) a waiver by the insurer of any rights of subrogation or indemnity or any other claim over to which the insurer might otherwise be entitled against the Landlord or the agents or employees of the Landlord, (B) a cross liability clause and (C) an undertaking by the insurer that no material change adverse to the Landlord or the Tenant will be made, and the policy will not lapse or be canceled, except after not less than thirty (30) days' written notice to the Landlord of the intended change, lapse or cancellation. The Tenant shall furnish to the Landlord, if and whenever requested by it, certificates or other evidences acceptable to the Landlord as to the insurance from time to time effected by the Tenant and its renewal or continuation in force, together with evidence as to the method of determination of full of full replacement cost of the Tenant's Leasehold Improvements, trade fixtures, furniture and equipment, and if the Landlord reasonably concludes that the full replacement cost has been underestimated, the Tenant shall forthwith arrange for any consequent increase in coverage required under sub-paragraph (b). If the Tenant shall fail to take out, renew and keep in force such insurance, or if the evidence submitted to the Landlord are unacceptable to the Landlord (or such evidences are submitted within a reasonable period after request therefor by the Landlord), then the Landlord may give to the Tenant written notice requiring compliance with this sub-paragraph and specifying the respects in which the Tenant is not then in compliance with this sub-paragraph. If the Tenant does not within forty-eight hours (48) hours provide appropriate evidence of compliance with this sub-paragraph, the Landlord may (but shall not be obligated to) obtain some or all of the additional coverage or other insurance which the Tenant shall have failed to obtain, without prejudice to any other rights of the Landlord under this Lease or otherwise, and the Tenant shall pay all premiums and all other reasonable expenses incurred by the Landlord to the Landlord on demand. (c) The Tenant agrees that the Landlord shall not be liable for any bodily injury or death of, or loss or damage to any property belonging to, the Tenant or its employees, invitees or licensees or any other person in, on or about the Property unless resulting from the actual willful misconduct or gross negligence of the Landlord or its own employees. In no event shall the Landlord be liable for any damage, including indirect, special or consequential damages, which is caused by steam, water, rain or snow or other thing which may leak into, issue or flow from any part of the Property or from the popes or plumbing works, including the sprinkler system (if any) therein or from any other place or for any damage caused by or attributable to the condition or arrangement of any electric or other wiring or of sprinkler heads (if any) or for any such damage caused by anything done or omitted by any other tenant. (d) Except with respect to claims or liabilities in respect of any damage which is Insured Damage to the extent of the cost of repairing such Insured Damage, the Tenant agrees to indemnify, defend, indemnify and save harmless the DISTRICTLandlord in respect of: (i) all claims for bodily injury or death, its officersproperty damage or other loss or damage arising from the conduct of any work or any act or omission of the Tenant or any assignee, agentssub-tenant, agent, employee, contractor, invitee or licensee of the Tenant, and employees as provided in Appendix B, attached hereto and hereby incorporated by reference. To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend DISTRICT, its officers, directors, employees and agents as provided in Appendix B from and against respect of all claims, damages, costs, losses expenses and expenses (including but not limited to attorneys’ fees) caused by, liabilities incurred by the Landlord in connection with or arising out of all such claims, including the expenses of any action or related to the negligence proceeding pertaining thereto; and (including but not limited to professional negligence, errors or omissionsii) of CONSULTANT, its partners, officers, employees, agents, subconsultants and subcontractors in the performance or furnishing of services under this agreement, provided however, that CONSULTANT’s liability to DISTRICT shall not exceed the percentage share of such claim, damagesany loss, cost, loss (including, without limitation, lawyers' fees and disbursements ), expense or damage suffered by the Landlord arising from any breach by the Tenant of any of its covenants and obligations under this Lease. (e) For purposes of this Lease, "Insured Damage" means that the negligence (including professional negligence, errors or omissions) part of CONSULTANT, its partners, officers, employees, agents subconsultants and subcontractors bears any damage occurring to the total negligence Property of all negligent entities and individuals determined on which the basis entire cost of comparative negligence principles. Insurance repair (or the entire cost of repair other than deductible amount properly collectable by the Landlord as part of the Additional Rent) is actually recovered by the Landlord under a policy or policies shall provide that such of insurance is primary insurance. Coverages described in Appendix B shall be maintained through from time to time effected by the term of this Agreement, and the CONSULTANT shall file with the DISTRICT prior to the execution of this Agreement, and as policy renewals occur, a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. A. CONSULTANT and its subcontractors shall maintain worker's compensation and employers' liability insurance in accordance with the amount(s) and coverage(s) in the attached Appendix B. B. CONSULTANT and its subcontractors shall maintain commercial general liability and automobile liability insurance protecting it against claims arising from bodily or personal injury or damage to property, including loss of use thereof, resulting from operations of CONSULTANT Landlord pursuant to this AGREEMENT or from the use of automobiles and equipment of or by CONSULTANT. The amount(s) and coverage(s) shall be in accordance with Appendix B. C. CONSULTANT shall maintain a policy of professional liability insurance, protecting it against claims arising out of the negligent acts, errors, or omissions for which it is legally liable in the performance or furnishing of professional services pursuant to this AGREEMENT. Such insurance shall be maintained for one sub-paragraph (1) year after final completion of construction. The amount(s) and coverage(s) shall be in accordance with Appendix B. D. CONSULTANT shall submit to the DISTRICT a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. Upon written request from DISTRICT, CONSULTANT is required to provide DISTRICT with complete copies of such policies or certified evidence of coverage. Approval or acceptance of said insurance by DISTRICT shall not relieve or decrease the liability of CONSULTANT hereundera). E. DISTRICT agrees to endeavor to include a provision in the DISTRICT 'S contract with the Construction Contractor engaged on the Project which requires that CONSULTANT be listed as an additional insured on such Construction Contractor(s) liability insurance policy and property insurance (Builder's Risk) policy, if any.

Insurance and Liability. The CONSULTANT agrees NOTE: COVERAGE AMOUNTS TO BE DISCUSSED WITH AUTHORITY'S INSURANCE ADVISOR a. From and after the Commencement Date, Tenant shall, at its sole cost and expense, keep and maintain Commercial General Liability insurance, on an occurrence basis, carried by an insurer licensed to indemnifydo business in the State naming Tenant as the insured and naming Landlord as an additional insured, defendagainst any and all claims for damages to persons or property or for loss of life or property occurring upon, in or about the Leased Premises. Such insurance shall be written with limit of not less than Five Million Dollars ($5,000,000.00) for any one occurrence and Five Million Dollars ($5,000,000.00) in the aggregate (with the aggregate applicable "per location", if such insurance is carried under a "blanket" policy). Unless the prior written approval of Landlord is obtained, the Commercial General Liability insurance may have a deductible of not more than One Hundred Thousand Dollars ($100,000.00). b. During the Term of this Lease, Tenant shall, at its sole cost and expense, keep and maintain property insurance on the Leased Premises, including any Alteration, with "Special Perils" plus the perils of flood and earthquake, in such amounts as are reasonably prudent or are required by a leasehold mortgagee but in no event in an amount less than 100% of the full insurable replacement value of the Alterations, including the cost of demolition of same, exclusive of the cost of excavation, footings, foundations, site work and underground utilities. Coverage shall be written on a replacement cost valuation on an "Agreed Amount" basis or with no coinsurance applicable. c. During the Term of this Lease, Tenant shall, at its sole cost and expense, keep and maintain boiler and machinery coverage on the Alterations and Leased Premises either as an extension of the Alteration policy as a peril, or as a separate policy for the same limit of coverage as on the Leased Premises and Alterations. d. Tenant shall, at Tenant’s own cost and expense, procure automobile liability insurance covering all owned, non-owned, hired or borrowed vehicles with a limit of no less than One Million Dollars ($1,000,000.00) and covering all such vehicles for each occurrence. e. In the event that Tenant or any other owner, occupant or user of the Hangar shall carry Aircraft Hull Insurance in connection with its aircraft, such policy shall expressly waive and bar any claim of subrogation against Landlord. Tenant will not claim against Landlord regardless of the cause of loss. If Tenant or such other owner, occupant or user of the Hangar does not carry Aircraft Hull Insurance, then Tenant will hold Landlord harmless for any loss or damage to the aircraft hulls regardless of cause. f. Tenant shall, at Tenant’s own cost and expense, or shall cause all owners, occupants and users of the Hangar to, at their own cost and expense, procure aircraft liability insurance, with a limit of no less than the following: (i) for single engine aircraft: One Million Dollars ($1,000,000.00) per person for bodily injury, One Million Dollars ($1,000,000.00) property damage, and save harmless One Million Dollars ($1,000,000.00) per occurrence; and (ii) for twin engine aircraft and jets: Five Million Dollars ($5,000,000.00) per person for bodily injury, Five Million Dollars ($5,000,000.00) property damage and Five Million Dollars ($5,000,000.00) per occurrence. g. Tenant, at Tenant’s sole cost and expense, shall obtain prior to commencing and shall maintain at all times during the DISTRICTconstruction of during any Alterations, its officersBuilder’s Risk Insurance covering the Hangar Space and the Office Space, agentsor such other portion of the Premises which will be affected by such Alterations, to the full extent of the insurable replacement value thereof for, including flood and earthquake in the name of Landlord, Tenant, all contractors and all levels of subcontractors. h. Tenant shall, at Tenant’s sole cost and expense, procure a Worker’s Compensation Insurance policy in an amount equal to or exceeding the statutory limits for the State, and employees as provided in Appendix B, attached hereto and hereby incorporated by referencean Occupational Diseases Insurance policy of no less than One Million Dollars ($1,000,000.00). To The company is to waive its right of subrogation against Landlord to the fullest full extent permitted by law. i. Tenant shall, CONSULTANT at its own cost and expense, procure and cause all owners, occupants and users of the Hangar to procure, at their own cost and expense, hangarkeepers legal liability insurance protecting the Tenant and naming Landlord as an additional insured against any and all claims for damages to persons for property or for loss of life or property arising from the ownership, maintenance of the use of the Hangars at the Premises. j. The Tenant, at its own cost and expense, shall indemnifyinsure its own fixtures, equipment and contents and on an optional basis any automobile physical damage, mobile equipment, business interruption and/or extra exposure and their policies for each shall include a waiver of subrogation in favor of Landlord. k. The insurance provided for herein shall be effected under standard form policies, if readily obtainable, which policies may be blanket policies covering other property in addition to the Premises, provided that the protection afforded thereunder shall be no less than would have been afforded under a separate policy covering only the Premises. If the insurance is underwritten on a claims made basis, the retroactive date shall be prior to or coincide with the date of this Agreement. Each of the insurance policies provided for herein shall name Landlord as an additional insured. The foregoing policies shall be issued by insurers licensed to do business in the State and/or of recognized responsibility reasonably satisfactory to Landlord and Tenant. In addition, each of the foregoing policies shall expressly waive and bar any claim of subrogation against Landlord and shall, to the extent obtainable, contain an agreement by the insurer to provide to Landlord at least thirty (30) days notice of cancellation or non- renewal. Tenant shall furnish Landlord with evidence that all such insurance has been procured and is being maintained, and shall notify Landlord in the event of any cancellation or renewal of any such policy. Tenant shall be responsible for all deductibles and shall not make a claim against Landlord for any deductible regardless of the cause of loss. Tenant shall notify Landlord in writing, as soon as practicable, of any claim, demand or action arising out of an occurrence covered hereunder of which Tenant has knowledge, Tenant shall be fully responsible for the payment of any and all deductible, and Tenant shall not make a claim against Landlord for recovery of any deductible. Landlord reserves the right to reasonably reassess the type and limits of coverages required to be carried by Tenant hereunder and to adjust such requirements from time to time by delivering written notice to Tenant of such adjustments. l. Landlord shall not be liable for and Tenant will indemnify and hold harmless and defend DISTRICTLandlord, its Commissioners, agents, employees, and officers, directors, employees and agents as provided in Appendix B harmless from and against all any claims, actions or causes of action, or any damages, costsloss, losses liability, costs and expenses (expenses, including but not limited attorneys fees and costs of investigation, defense and disbursements, which Landlord may suffer or incur as a result of or , arising out of any claim of loss of life, personal injury or illness or damage to attorneys’ fees) caused byany person or property which arise from or in any manner are based upon, arising out of or related to occurring in, on or about the Leased Premises or Airport caused or occasioned wholly or in part by: (i) the act, omission, performance or non- performance, negligence (including but not limited to professional negligence, errors or omissions) willful misconduct of CONSULTANTor breach of this Lease by Tenant, its partnersemployees, officerssubtenants, invitees or by any other person entering the Leased Premises, or the Buildings or the Airport under the express or implied invitation of Tenant, or (ii) arising out of Tenant’s possession, control, use or management of, operation of its business at or activities on or about the Leased Premises or Airport, unless such claim for injury or damage is based solely upon the gross negligence or willful misconduct of or a breach of this Lease by Landlord, its agents, employees or invitees. Landlord shall not be liable to Tenant or Tenant’s agents, employees, invitees or any person entering upon the Airport in whole or in part because of Tenant’s use of the Leased Premises for any damage or injury to persons or property due to any condition, design, or defect in the Leased Premises or its mechanical systems which may exist or occur, unless such damage results from the gross negligence or willful misconduct of or breach of this Lease by Landlord, its agents, subconsultants and subcontractors in the performance employees or furnishing of services under this agreement, provided however, that CONSULTANT’s liability to DISTRICT invitees. Landlord shall not exceed the percentage share of such claimbe liable or responsible for any loss, damages, cost, loss and expense that the negligence damage or injury (including professional negligenceloss of life) to any property or person occasioned by theft, errors fire, act of God, public enemy, injunction, riot, strike, insurrection, war, act of terrorism, bioterrorism, court order, requisition or omissions) order of CONSULTANTgovernmental body or authority, its partnersor other matter beyond control of Landlord, officersor, employeesexcept as otherwise specifically provided in this Lease, agents subconsultants and subcontractors bears for any injury or damage or inconvenience to the total negligence of all negligent entities and individuals determined on the basis of comparative negligence principles. Insurance policies shall provide that such insurance is primary insurance. Coverages described in Appendix B shall be maintained Tenant which may arise through the term repair or alteration of this Agreement, and any part of the CONSULTANT shall file with the DISTRICT prior to the execution of this Agreement, and as policy renewals occur, a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. A. CONSULTANT and its subcontractors shall maintain worker's compensation and employers' liability insurance Building by Landlord in accordance with the amount(sterms of this Lease, or failure to make repairs, or from any other cause whatever, except in each case if such loss, damage or injury to property or person results from the gross negligence or willful misconduct of Landlord or its agents, employees, contractors or invitees. m. In case Landlord shall be made a part to any litigation commenced by or against Tenant, its agents, employees, licensees, concessionaires, contractors, customers, subtenants, invitees or by any other person entering the Premises, or the improvements located thereon, or the Airport under the express or implied invitation of Tenant, then Tenant shall protect and hold Landlord harmless and shall immediately respond and take over the expense, defense and investigation of all such claims, causes of action, damages, expenses and liabilities with counsel reasonably acceptable to Landlord, and shall pay all costs, expenses, and attorneys' fees incurred or paid by Landlord in connection with such litigation. Tenant shall also pay all costs, expenses and attorneys’ fees that may be incurred or paid by Landlord in enforcing the covenants, conditions and agreements of this Lease, whether incurred as a result of litigation or otherwise. Landlord may join in such defense with counsel of its own choice in which event Tenant shall also pay all costs, expenses and attorneys' fees that may be incurred or paid by Landlord in enforcing the covenants, conditions, and agreements of this Lease, whether incurred as a result of litigation or otherwise. The Tenant recognizes the broad nature of this indemnification and hold harmless clause, and voluntarily makes this covenant and expressly acknowledges that it is an express condition of this Lease. The terms and provisions of this paragraph shall survive expiration or earlier termination of this Lease and shall remain in full force and effect with respect to any and all claims, liabilities, expenses, losses, costs, fines and damages (including attorneys' fees) and coverage(s) causes of action of every kind and character set forth herein. Compliance with the insurance requirements set forth herein shall not relieve Tenant of its liability or obligation to indemnify Landlord as set forth herein. n. Other than in connection with the attached Appendix B. B. CONSULTANT gross negligence or willful misconduct of Landlord, Landlord, its agents, employees and its subcontractors contractors shall maintain commercial general liability not be liable for, and automobile liability insurance protecting it against Tenant hereby releases all claims arising from bodily or personal injury or for business interruption, damage to propertyperson or property sustained by Tenant, including loss of use thereofor any person claiming through Tenant, resulting from operations any fire, accident, occurrence, or condition in or upon the Premises or Airport including, but not limited to, such claims for damage resulting from (i) any defect in or failure of CONSULTANT pursuant to this AGREEMENT any system, equipment, pipes, stairs, railing or from the use of automobiles and walks; (ii) any equipment of or by CONSULTANT. The amount(s) and coverage(s) shall be in accordance with Appendix B. C. CONSULTANT shall maintain a policy of professional liability insurance, protecting it against claims arising appurtenances becoming out of repair; (iii) the negligent actsbursting, errorsleaking, or omissions for which it is legally liable in running of any tank, washstand, water closet, waste pipe, drain or any other pipe or tank in, upon or about such building or premises; (iv) the performance backing up of any sewer pipe or furnishing downspout; (v) the escape of professional services pursuant to this AGREEMENT. Such insurance shall be maintained for one steam or hot water; (1vi) year after final completion water, snow or ice being upon or coming through the roof or any other place upon or near such building or Premises or otherwise; (vii) the falling of construction. The amount(sany fixtures; (viii) and coverage(sbroken glass; or (ix) shall be in accordance with Appendix B. D. CONSULTANT shall submit to the DISTRICT a Certificate act or omission of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. Upon written request from DISTRICT, CONSULTANT is required to provide DISTRICT with complete copies of such policies any other person or certified evidence of coverage. Approval or acceptance of said insurance by DISTRICT shall not relieve or decrease the liability of CONSULTANT hereunderparty. E. DISTRICT agrees to endeavor to include a provision in the DISTRICT 'S contract with the Construction Contractor engaged on the Project which requires that CONSULTANT be listed as an additional insured on such Construction Contractor(s) liability insurance policy and property insurance (Builder's Risk) policy, if any.

Insurance and Liability. Landlord’s Insurance (a) Landlord shall take out and keep in force during the Term insurance with respect to the Property (excluding Leasehold Improvements in the Leased Premises and anything required to be insured by Tenant hereunder). The CONSULTANT agrees insurance to indemnifybe maintained by Landlord shall be in respect of perils and in amounts and on terms and conditions which from time to time are insurable at a reasonable premium and which are normally insured by reasonable prudent owners of properties similar to the Property, defendall as from time to time determined at reasonable intervals by insurance advisors selected by Landlord, and save harmless whose opinion shall be conclusive. Unless and until the DISTRICT, its officers, agents, and employees as provided in Appendix B, attached hereto and hereby incorporated insurance advisors shall state that any such perils are not customarily insured against by reference. To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend DISTRICT, its officers, directors, employees and agents as provided in Appendix B from and against all claims, damages, costs, losses and expenses (including but not limited to attorneys’ fees) caused by, arising out owners of or related properties similar to the negligence Property, the perils to be insured against by Landlord shall include, without limitation, public liability, boilers and machinery, fire and extended perils and may include at the option of Landlord losses suffered by Landlord in its capacity as Landlord through business interruption. Tenant’s Insurance (including but not limited to professional negligenceb) Tenant shall, errors or omissionsat its sole cost and expense, take out and keep in force during the Term: (i) of CONSULTANT, its partners, officers, employees, agents, subconsultants and subcontractors in the performance or furnishing of services under this agreement, provided however, that CONSULTANT’s liability to DISTRICT shall not exceed the percentage share of such claim, damages, cost, loss and expense that the negligence (including professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents subconsultants and subcontractors bears to the total negligence of all negligent entities and individuals determined on the basis of comparative negligence principles. Insurance policies shall provide that such insurance is primary insurance. Coverages described in Appendix B shall be maintained through the term of this Agreement, and the CONSULTANT shall file with the DISTRICT prior to the execution of this Agreement, and as policy renewals occur, a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. A. CONSULTANT and its subcontractors shall maintain worker's compensation and employers' liability insurance in accordance with the amount(s) and coverage(s) in the attached Appendix B. B. CONSULTANT and its subcontractors shall maintain commercial general liability and automobile liability insurance protecting it against claims arising from bodily or personal injury or damage on an all occurrence basis with respect to propertythe business carried on, including loss of use thereof, resulting from operations of CONSULTANT pursuant to this AGREEMENT in or from the Leased Premises and Tenant’s use of automobiles and equipment of or by CONSULTANT. The amount(s) and coverage(s) shall be in accordance with Appendix B. C. CONSULTANT shall maintain a policy of professional liability insurance, protecting it against claims arising out occupancy of the negligent actsLeased Premises and of any other part of the Property, errors, with coverage for any one occurrence or omissions for which it is legally liable in the performance claim of not less than Three Million Dollars ($3,000,000) or furnishing of professional services pursuant to this AGREEMENT. Such insurance shall be maintained for such other amount as Landlord may reasonably require upon not less than one (1) year after final completion months’ notice at any time during the Term, which insurance shall include Landlord (as well as any mortgagee of construction. The amount(sLandlord and any other party reasonably designated by Landlord) and coverage(s) shall be in accordance with Appendix B. D. CONSULTANT shall submit to the DISTRICT a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. Upon written request from DISTRICT, CONSULTANT is required to provide DISTRICT with complete copies of such policies or certified evidence of coverage. Approval or acceptance of said insurance by DISTRICT shall not relieve or decrease the liability of CONSULTANT hereunder. E. DISTRICT agrees to endeavor to include a provision in the DISTRICT 'S contract with the Construction Contractor engaged on the Project which requires that CONSULTANT be listed as an additional insured on such Construction Contractor(s) and shall contain a cross liability insurance policy and property insurance (Builder's Risk) policy, clause protecting Landlord in respect of claims by Tenant as if any.Landlord were separately insured;

Insurance and Liability. The CONSULTANT agrees During the term of this Agreement Indirect Air Carrier shall require and cause Airline at its sole cost and expense to indemnifymaintain in full force and effect the following insurances to the reasonable satisfaction of Flightserv.com and Vacation Exprexx xxxx xxxxxxrs and through such insurance brokers as they shall deem appropriate and Airline finds reasonably acceptable: a) Hull All Risks and Hull War and Allied Perils insurance covering the Aircraft against all risks of loss or damage on an agreed value basis. Such insurances shall provide a waiver of insurer's rights of subrogation against Flightserv.com, defendVacation Express, Airtours PLC and save harmless each member of the DISTRICTAirtours Group of Companies and their respective directors, its officers, agents, servants and employees. b) Aircraft Third Party, Passenger, Passengers Baggage, Cargo and Mail and Aviation General Third Party Legal Liability for a Combined Single Limit (Bodily Injury/Property Damage) of USD 750,000,000 and one occurrence and in the aggregate in respect of products legal liability. Such insurance shall include to the fullest extent available war and allied perils coverage for those perils excluding by War, Hijacking and Other Perils Exclusion Article AVN48B or any modification or substitution thereof for the time being in force. Such insurance shall: a) Include Flightserv.com, Vacation Express, Xxxxxxxx XXX xnd each member of the Airtours Group of Companies and their respective directors, officers, agents, servants and employees as provided additional assureds ("the Additional Assureds") for their respective rights and interests; b) Provide that all provisions, except the limits of liability, shall operate in Appendix B, attached hereto the same manner as if there were a separate policy issued to each assured. c) Be primary and hereby incorporated without right of contribution from any other insurance which may be available to or maintained by reference. To the fullest extent permitted Additional Insured. d) Provide that the cover afforded to the Additional Assureds by law, CONSULTANT the policy shall indemnify, hold harmless and defend DISTRICT, its officers, directors, employees and agents as provided in Appendix B from and against all claims, damages, costs, losses and expenses not be invalidated by any act or omission (including but misrepresentation or non-disclosure) of any other person or party which results in a breach of any term, condition or warranty of the policy provided that the Additional Assured so protected has not limited caused, contributed to attorneys’ feesor knowingly condoned the said act or omission; and e) caused by, arising out Provide for not less than thirty (30) days prior written notice of cancellation or related material alteration of the insurances to be given to Lessee except that in the case of war and allied perils such period of notice shall be seven (7) days or such lesser period as may be available in accordance with policy conditions. Notice will not however be given at normal expiry date or in the event of non-renewal. Prior to the negligence (including but not limited to professional negligencecommencement of this Agreement, errors or omissions) and on each and every renewal of CONSULTANT, its partners, officers, employees, agents, subconsultants and subcontractors in the performance or furnishing of services under this agreement, provided however, that CONSULTANT’s liability to DISTRICT shall not exceed the percentage share of such claim, damages, cost, loss and expense that the negligence (including professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents subconsultants and subcontractors bears to the total negligence of all negligent entities and individuals determined on the basis of comparative negligence principles. Insurance policies shall provide that such insurance is primary insurance. Coverages described in Appendix B shall be maintained through insurances during the term of this Agreement, Indirect Air Carrier shall require and the CONSULTANT shall file with the DISTRICT prior cause Airline to provide or cause to be provided to the execution of this Agreementother, and as policy renewals occurin form reasonably satisfactory to the Charterer, a Certificate Certificates of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. A. CONSULTANT and its subcontractors shall maintain workerAirline's compensation and employers' liability insurance in accordance compliance with the amount(s) and coverage(s) foregoing requirements. Indirect Air Carrier acknowledges that Charterer shall have the right of subrogation in the attached Appendix B. B. CONSULTANT and its subcontractors shall maintain commercial general liability and automobile liability insurance protecting it relation to any claim Indirect Air Carrier may have against claims arising from bodily or personal injury or damage to property, including loss of use thereof, resulting from operations of CONSULTANT pursuant to this AGREEMENT or from the use of automobiles and equipment of or by CONSULTANT. The amount(s) and coverage(s) shall be in accordance with Appendix B. C. CONSULTANT shall maintain a policy of professional liability insurance, protecting it against claims arising out of the negligent acts, errors, or omissions for which it is legally liable in the performance or furnishing of professional services pursuant to this AGREEMENT. Such insurance shall be maintained for one (1) year after final completion of construction. The amount(s) and coverage(s) shall be in accordance with Appendix B. D. CONSULTANT shall submit to the DISTRICT a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. Upon written request from DISTRICT, CONSULTANT is required to provide DISTRICT with complete copies of such policies or certified evidence of coverage. Approval or acceptance of said insurance by DISTRICT shall not relieve or decrease the liability of CONSULTANT hereunderAirline. E. DISTRICT agrees to endeavor to include a provision in the DISTRICT 'S contract with the Construction Contractor engaged on the Project which requires that CONSULTANT be listed as an additional insured on such Construction Contractor(s) liability insurance policy and property insurance (Builder's Risk) policy, if any.

Insurance and Liability. Landlord's (a) The CONSULTANT agrees Landlord shall take out and keep in force during the insurance Term insurance with respect to indemnifythe Property, defendexcept for the Leasehold Improvements in the Leased Premises. The insurance to be maintained by the Landlord shall be in respect of perils and to amounts and on terms and conditions which, from time to time, are insurable at a reasonable premium and which are normally insured by reasonable prudent owners of properties similar to the Property, all as from time to time determined at reasonable intervals by insurance advisors selected by the Landlord, and save harmless whose opinion shall be conclusive. Unless and until the DISTRICTinsurance advisors shall state that any such perils are not customarily insured against by owners of properties similar to the Property, its officersthe perils to be insured against by the Landlord shall include, agentswithout limitation, public liability, boilers and machinery, fire and extended perils, and employees as provided in Appendix Bmay include, attached hereto and hereby incorporated by reference. To at the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend DISTRICT, its officers, directors, employees and agents as provided in Appendix B from and against all claims, damages, costsoption of the Landlord, losses suffered by the Landlord through business interruption. Notwithstanding anything to the contrary set forth in this Lease, and expenses (including but not limited without affecting the rights or remedies of the parties hereto, Landlord and Tenant each hereby release and relieve the other, and waive their right to attorneys’ fees) caused byrecover damages against each other, for loss of or damage to their respective property arising out of or related incident to the negligence (including but perils insured against under this Paragraph 9. The effect of any such releases and waivers is not limited by the amount of insurance carried or by any deductible applicable hereto. Landlord and Tenant hereby agree to professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents, subconsultants and subcontractors in the performance or furnishing of services under this agreement, provided however, that CONSULTANT’s liability have their respective insurance carriers waive any right to DISTRICT shall not exceed the percentage share of such claim, damages, cost, loss and expense that the negligence (including professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents subconsultants and subcontractors bears to the total negligence of all negligent entities and individuals determined on the basis of comparative negligence principles. Insurance policies shall provide subrogation that such carriers may have against either Landlord or Tenant, as the case may be, so long as any insurance is primary insurance. Coverages described in Appendix B shall be maintained through the term of this Agreement, and the CONSULTANT shall file with the DISTRICT prior to the execution of this Agreement, and as policy renewals occur, a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effectnot invalidated thereby. A. CONSULTANT and its subcontractors shall maintain worker's compensation and employers' liability insurance in accordance with the amount(s) and coverage(s) in the attached Appendix B. B. CONSULTANT and its subcontractors shall maintain commercial general liability and automobile liability insurance protecting it against claims arising from bodily or personal injury or damage to property, including loss of use thereof, resulting from operations of CONSULTANT pursuant to this AGREEMENT or from the use of automobiles and equipment of or by CONSULTANT. The amount(s) and coverage(s) shall be in accordance with Appendix B. C. CONSULTANT shall maintain a policy of professional liability insurance, protecting it against claims arising out of the negligent acts, errors, or omissions for which it is legally liable in the performance or furnishing of professional services pursuant to this AGREEMENT. Such insurance shall be maintained for one (1) year after final completion of construction. The amount(s) and coverage(s) shall be in accordance with Appendix B. D. CONSULTANT shall submit to the DISTRICT a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. Upon written request from DISTRICT, CONSULTANT is required to provide DISTRICT with complete copies of such policies or certified evidence of coverage. Approval or acceptance of said insurance by DISTRICT shall not relieve or decrease the liability of CONSULTANT hereunder. E. DISTRICT agrees to endeavor to include a provision in the DISTRICT 'S contract with the Construction Contractor engaged on the Project which requires that CONSULTANT be listed as an additional insured on such Construction Contractor(s) liability insurance policy and property insurance (Builder's Risk) policy, if any.

Insurance and Liability. The CONSULTANT agrees (a) From and after the Commencement Date, Tenant shall, at its sole cost and expense, keep and maintain Commercial General Liability insurance naming Tenant as the insured and Landlord as an additional insured, against any and all claims for damages to indemnify, defend, and save harmless the DISTRICT, its officers, agents, and employees as provided in Appendix B, attached hereto and hereby incorporated by reference. To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend DISTRICT, its officers, directors, employees and agents as provided in Appendix B from and against all claims, damages, costs, losses and expenses (including but not limited to attorneys’ fees) caused by, arising out of persons or related to the negligence (including but not limited to professional negligence, errors property or omissions) of CONSULTANT, its partners, officers, employees, agents, subconsultants and subcontractors in the performance or furnishing of services under this agreement, provided however, that CONSULTANT’s liability to DISTRICT shall not exceed the percentage share of such claim, damages, cost, loss and expense that the negligence (including professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents subconsultants and subcontractors bears to the total negligence of all negligent entities and individuals determined on the basis of comparative negligence principles. Insurance policies shall provide that such insurance is primary insurance. Coverages described in Appendix B shall be maintained through the term of this Agreement, and the CONSULTANT shall file with the DISTRICT prior to the execution of this Agreement, and as policy renewals occur, a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. A. CONSULTANT and its subcontractors shall maintain worker's compensation and employers' liability insurance in accordance with the amount(s) and coverage(s) in the attached Appendix B. B. CONSULTANT and its subcontractors shall maintain commercial general liability and automobile liability insurance protecting it against claims arising from bodily or personal injury or damage to property, including for loss of use thereoflife or property occurring upon, resulting from operations of CONSULTANT pursuant to this AGREEMENT in or from about the use of automobiles and equipment of or by CONSULTANT. The amount(s) and coverage(s) shall be in accordance with Appendix B. C. CONSULTANT shall maintain a policy of professional liability insurance, protecting it against claims arising out of the negligent acts, errors, or omissions for which it is legally liable in the performance or furnishing of professional services pursuant to this AGREEMENTLeased Premises. Such insurance shall be maintained written with limit of not less than Five Million Dollars ($5,000,000.00) for any one occurrence and Five Million Dollars (1$5,000,000.00) year after final completion in the aggregate (with the aggregate applicable "per location", if such insurance is carried under a "blanket" policy). Each insurance policy carried by Tenant pursuant to this Paragraph 13 shall include a waiver of constructionsubrogation in favor of Landlord. Tenant shall be fully responsible for the payment of any deductible, and Tenant shall not make a claim against Landlord for recovery of any deductible. Landlord reserves the right to reasonably reassess the type and limits of coverages required to be carried by Tenant hereunder and to adjust such requirements from time to time by delivering written notice to Tenant of such adjustments. Each insurance policy carried by Tenant pursuant to this Paragraph 13 shall, to the extent obtainable, contain an agreement by the insurer that such policy shall not be cancelled without at least thirty (30) days' prior written notice to Landlord. (b) If Tenant shall own or lease company vehicles which are used or employed at or on the Leased Premises, Tenant shall procure automobile liability insurance with a limit of no less than One Million Dollars ($1,000,000.00) and covering all such vehicles for each occurrence. Such automobile liability insurance policy shall name Landlord as an additional insured, and shall be issued by insurers licensed to do business in the State of Delaware and of recognized responsibility reasonably satisfactory to Landlord and Tenant. Such automobile liability insurance policy shall expressly waive and bar any claim of subrogation against Landlord. If applicable, Tenant shall furnish Landlord with evidence that such automobile liability coverage has been procured and is being maintained, and that, to the extent obtainable, the insurer under such policy has agreed to provide thirty (30) days notice of cancellation or non-renewal to Landlord. Tenant shall notify Landlord in the event of cancellation or renewal of any automobile liability insurance policy, and Tenant shall notify Landlord in writing, as soon as practicable, of any claim, demand, or action arising out of an occurrence covered thereunder of which Tenant has knowledge. (c) In the event that Tenant shall carry Aircraft Hull Insurance in connection with its aircraft, such policy shall expressly waive and bar any claim of subrogation against Landlord. (d) Tenant, at Tenant's sole cost and expense, shall obtain prior to commencing and shall maintain at all times during the construction of during any Alterations, Builder's Risk Insurance covering the Hangar Space and the Office Space, or such other portion of the Leased Premises which will be affected by such Alterations, to the full extent of the insurable replacement value thereof for special perils, a Worker's Compensation Insurance policy in an amount equal to or exceeding the statutory limits for Delaware, and an Occupational Diseases Insurance policy of no less than One Million Dollars ($1,000,000.00). The amount(s) and coverage(s) foregoing policies shall be issued by insurers licensed to do business in the State of Delaware and of recognized responsibility reasonably satisfactory to Landlord and Tenant. In addition, each of the foregoing policies shall expressly waive and bar any claim of subrogation against Landlord and shall, to the extent obtainable, contain an agreement by the insurer to provide to Landlord at least thirty (30) days notice of cancellation or non-renewal. Tenant shall furnish Landlord with evidence that such builder's risk, worker's compensation and occupational diseases insurance has been procured and is being maintained, and shall notify Landlord in the event of any cancellation or renewal of any such policy. (e) Landlord shall not be liable for and Tenant will indemnify and hold Landlord harmless from any loss, liability, costs and expenses, including attorney's fees, arising out of any claim of injury or damage on or about the Leased Premises or Airport caused by the negligence or willful misconduct of or breach of this Lease by Tenant, its employees, subtenants, invitees or by any other person entering the Leased Premises, or the Building or the Airport under the express or implied invitation of Tenant, or arising out of Tenant's use of the Leased Premises, unless such claim for injury or damage is based upon the negligence or willful misconduct of or a breach of this Lease by Landlord, its agents, employees or invitees. Landlord shall not be liable to Tenant or Tenant's agents, employees, invitees or any person entering upon the Airport in whole or in part because of Tenant's use of the Leased Premises for any damage or injury to persons or property due to any condition, design, or defect in the Leased Premises or its mechanical systems which may exist or occur, unless such damage results from the negligence or willful misconduct of or breach of this Lease by Landlord, its agents, employees or invitees. Landlord shall not be liable or responsible for any loss, damage or injury to any property or person occasioned by theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, or other matter beyond control of Landlord, or, except as otherwise specifically provided in this Lease, for any injury or damage or inconvenience to Tenant which may arise through the repair or alteration of any part of the Building by Landlord in accordance with Appendix B. D. CONSULTANT shall submit the terms of this Lease, or failure to make repairs, or from any other cause whatever, except in each case if such loss, damage or injury to property or person results from the DISTRICT a Certificate negligence or willful misconduct of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. Upon written request from DISTRICTLandlord or its agents, CONSULTANT is required to provide DISTRICT with complete copies of such policies employees, contractors or certified evidence of coverage. Approval or acceptance of said insurance by DISTRICT shall not relieve or decrease the liability of CONSULTANT hereunderinvitees. E. DISTRICT agrees to endeavor to include a provision in the DISTRICT 'S contract with the Construction Contractor engaged on the Project which requires that CONSULTANT be listed as an additional insured on such Construction Contractor(s) liability insurance policy and property insurance (Builder's Risk) policy, if any.

Insurance and Liability. The CONSULTANT agrees to indemnify, defend, and save harmless the DISTRICT, its officers, agents, and employees as provided in Appendix B, attached hereto and hereby incorporated by reference. To the fullest extent extend permitted by law, . CONSULTANT shall indemnify, hold harmless and defend DISTRICT, its officers, directors, employees and agents as provided in Appendix B Attachment 4 from and against all claims, damages, costs, losses and expenses (including but not limited to attorneys’ fees) caused by, arising out of or related to the negligence (including but not limited to professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents, subconsultants and subcontractors in the performance or furnishing of services under this agreement, provided however, that CONSULTANT’s liability to DISTRICT shall not exceed the percentage share of such claim, damages, cost, loss and expense that the negligence (including professional negligence, errors or omissions) of CONSULTANT, its partners, officers, employees, agents subconsultants and subcontractors bears to the total negligence of all negligent entities and individuals determined on the basis of comparative negligence principles. Insurance policies shall provide that such insurance is primary insurance. Coverages described in Appendix B shall be maintained through the term of this Agreement, and the CONSULTANT shall file with the DISTRICT prior to the execution of this Agreement, and as policy renewals occur, a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. A. CONSULTANT and its subcontractors shall maintain worker's compensation and employers' liability insurance in accordance with the amount(s) and coverage(s) in the attached Appendix B. B. CONSULTANT and its subcontractors shall maintain commercial general liability and automobile liability insurance protecting it against claims arising from bodily or personal injury or damage to property, including loss of use thereof, resulting from operations of CONSULTANT pursuant to this AGREEMENT or from the use of automobiles and equipment of or by CONSULTANT. The amount(s) and coverage(s) shall be in accordance with Appendix B. C. CONSULTANT shall maintain a policy of professional liability insurance, protecting it against claims arising out of the negligent acts, errors, or omissions for which it is legally liable in the performance or furnishing of professional services pursuant to this AGREEMENT. (Such insurance shall be maintained for one (1) year after final completion of construction. The amount(s) and coverage(s) shall be in accordance with Appendix B. D. CONSULTANT shall submit to the DISTRICT a Certificate of Insurance evidencing that the insurance coverages required herein have been obtained and are currently in effect. Upon written request from DISTRICT, DISTRICT CONSULTANT is required Required to provide DISTRICT with complete copies of such policies or certified evidence of coverage. Approval or acceptance of said insurance by DISTRICT shall not relieve or decrease the liability of CONSULTANT hereunder. E. DISTRICT agrees to endeavor to include a provision in the DISTRICT 'S contract with the Construction Contractor engaged on the Project which requires that CONSULTANT be listed as an additional insured on such Construction Contractor(s) liability insurance policy and property insurance (Builder's Risk) policy, if any.