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and appointed officers, officials, employees, agents, consultants, and contractors or breach of
<br />any of the representations and/or obligations of City hereunder.
<br />B. Prop shall indemnify, defend, protect, and hold harmless City and its respective elected
<br />and appointed officers, officials, employees, agents, consultants, and contractors, with counsel
<br />approved by City, from and against all liabilities, suits, obligations, fines, damages, penalties,
<br />demands, claims, costs, charges and expenses, including without limitation reasonable fees of
<br />attorneys, architects and consultants, which may be imposed upon or incurred by or asserted
<br />against City arising directly or indirectly out of any of the following except to the extent caused
<br />by the gross negligence or willful misconduct of City or its respective elected and appointed
<br />officers, officials, employees, agents, consultants, and contractors:
<br />i. any work, act or event occurring on the Shoreline Property or any part thereof, or any
<br />work, act or event occurring in any area adjacent to such properties and related to the
<br />activities of Prop or Prop's agents;
<br />ii. Prop's uses authorized by this License including claims by Prop, its officers, agents,
<br />employees, guests, invitees, or passengers arising out of or relating to the condition
<br />use, possession, occupation, alteration, repair, operation, maintenance or management
<br />of the Shoreline Property or the fitness of said property for the uses contemplated
<br />herein, including, but not limited to, any claims or damages that may result from any
<br />of the conditions set forth in Section 6.A, above;
<br />iii. any act or omission on the part of Prop or any of Prop's passengers, contractors,
<br />employees, agents, licensees or invitees;
<br />iv. any lien or claim which may be alleged to have arisen against or on the Shoreline
<br />Property under the laws of the State of California or of any other governmental
<br />authority as a result of Prop's activities hereunder;
<br />V. any breach by Prop of any of its representations and/or obligations under this License;
<br />vi. any violation of any Environmental Law (as defined in Exhibit C), applicable fire
<br />safety, health safety, building code standard or any other standard, regulation or law
<br />by Prop.
<br />C. This Section and each subsection hereof shall survive termination of this License.
<br />7. Insurance
<br />A. Throughout the term of this License, Prop and all contractors working on behalf of Prop
<br />with respect to this License shall maintain a commercial general liability policy in the amount
<br />of Five Million Dollars ($5,000,000) combined single limit, or such other policy limit as City
<br />may require in its reasonable discretion, including coverage for bodily injury, property damage,
<br />products, completed operations and contractual liability coverage. Such policy or policies shall
<br />be written on an occurrence basis and shall name City and its respective elected and appointed
<br />officers, officials, employees, agents and representatives as additional insureds. There shall be
<br />no exclusion in the general liability policy for boarding and debarking of the vessel while at
<br />the dock.
<br />City of San Leandro — Prop SF Non -Exclusive License Agreement Page 6 of 16
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