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<br />insurance coverage, extending to City's use and enjoyment of its easement rights granted
<br />hereunder in an amount or amounts determined by City reasonably to correspond to the risks
<br />assumed by City hereunder. Without limitation of the foregoing, City agrees to provide third
<br />party "event insurance" in connection with each City-Sponsored Event, which will provide not
<br />less than $5,000,000 coverage, will name RSOA as an additional insured, and will otherwise
<br />be acceptable to RSOA in its reasonable discretion. At all time during the term of this
<br />Agreement, RSOA agrees to maintain general liability or comprehensive liability insurance
<br />coverage, or provide self-insurance coverage, extending to RSOA's use and enjoyment of its
<br />retained rights hereunder in an amount or amounts determined by RSOA reasonably to
<br />correspond to the risks assumed by RSOA in the possession and use of the Property.
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<br />6.2 Indemnification bv City. City shall defend, indemnify and save harrrJess
<br />RSOA, its officers, employees, and agents ("Indemnitees") from and against any and all
<br />claims, suits, actions, liability, loss, damage, expense, costs (including, withoUt limitation,
<br />costs and fees of litigation), arising out of, or connected with, City's use and enjoyment of its
<br />easement rights hereunder caused by, or alleged to have been caused by, the negligence,
<br />intentional tortious act or omission, or willful misconduct of City. The duty of City to
<br />indemnify and save harmless as set forth herein shall include the duty to defend as set forth in
<br />Section 2778 of the California Civil Code; provided, that nothing herein shall be construed to
<br />require City to indemnify Indemnitees against any responsibility or liability in contravention of
<br />Section 2782 of the California Civil Code. .
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<br />6.3 Indemnification by RSOA. RSOA shall defend, indemnify and save
<br />hannless City, its Council, boards, commissions, officers, employees, and agents
<br />("Indemnitees") from and against any and all claims, suits, actions, liability, loss, damage,
<br />expense, costs (including, without limitation, costs and fees of litigation), arising out of, or
<br />connected with, RSOA' s retained rights to use and possession of the Property caused by, or
<br />alleged to have been caused by, the negligence, intentional tortious act or omission, or willful
<br />misconduct of RSOA. The duty of RSOA to indemnify and save harmless as set forth herein
<br />shall include the duty ro defend as set forth in Section 2778 of the California Civil Code;
<br />provided, that nothing herein shall be construed to require RSOA to indemnify Indemnitees
<br />against any responsibility or liability in contravention of Section 2782 of the California Civil
<br />Code.
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<br />7. Compliance with Existing Restrictions. In connection with its use of any
<br />portion of the Property under the terms and conditions of this Agreement, City agrees to
<br />comply at its sole cost and expense with all existing covenants, conditions, restrictions and
<br />limitations which encumber or affect the Property, including without limitation the SBCA
<br />Restrictions, the Allen Covenants Agreement, the Allen REA and the Deed Restrictions.
<br />RSOA makes no representation or warranty regarding the right of City to use any portion of
<br />any adjacent property. RSOA agrees to license to City, for use in connection with the rights to
<br />use the Property granted herein, all rights which RSOA has the right to license to City to use
<br />adjoining property for parking under the terms of the Allen RE.A. RSOA makes no
<br />representations or warranties regarding RSOA's right to license such parking rights to City.
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<br />Easemem-RSOA
<br />Feb. 11. 2000 Draft from RSOA
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