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<br />within 10 days after the date such insurance is required to be in
<br />effect and thereafter no less than 30 days prior to the expiration
<br />dates of the policies theretofore furnished, together with
<br />evidence satisfactory to the City of payment of the first
<br />installment of the premiums thereof.
<br />
<br />(4) All polices of insurance provided for in this Section 5
<br />shall, to the extent obtainable, also contain clauses or endorsements to
<br />the effect that:
<br />
<br />(i) No act or negligence of Flatirons, or of anyone
<br />acting for Flatirons, or of any other occupant or user of the
<br />Property or any part thereof, which might otherwise result in a
<br />forfeiture of such insurance or any party thereof shall in any way
<br />affect that validity or enforceability of such insurance insofar as
<br />the City is concerned; and
<br />"
<br />
<br />(ii) The City is not liable for any premiums thereon or
<br />subject to any assessments thereunder.
<br />
<br />(c) Indemnification. Flatirons shall indemnify and hold the City
<br />harmless from, and, if requested, defend the City against all claims, losses,
<br />costs (including without limitation costs of defense and attorneys fees), direct
<br />or vicarious liability, demands, damage, injury or loss which arise out of, or
<br />are alleged to arise out of, the use or occupancy of the Easement Area by
<br />members of the public, and/or any acts or omissions of Flatirons, its
<br />successors or assigns, employees, invitees, licensees, contractors, or agents
<br />within the Easement Area, including without limitation, defective design or
<br />construction or the failure of Flatirons, its successors, assigns employees,
<br />invitees, licensees, contradors, or dgents to maintain, repair, reconstruct,
<br />replace, or restore the Easement Area and the Easement Improvement in
<br />accordance with their obligations under Section 4, provided, however, that
<br />Flatirons obligations do not extend to claims, losses, costs (including without
<br />limitation costs of defense and attorneys fees), direct or vicarious liability,
<br />demands, damage, injury or loss caused by the City's active negligence or
<br />wilful misconduct.
<br />
<br />6. Governing Law. The laws of the State of California govern the
<br />interpretation and enforcement of this Offer and Agreement, and the conduct of the
<br />parties under this Offer and Agreement.
<br />
<br />7. Severability. If any part, term, portion, or provision of this Offer and
<br />Agreement is determined to be illegal or otherwise unenforceable or ineffectual, the
<br />remaining parts, terms, portions or provisions are severable and not affected thereby
<br />if those remaining portions or provisions can be construed in substance to
<br />constitute the agreement the parties entered into.
<br />
<br />8. Construction. The language in all parts of this Offer and Agreement
<br />must be construed as a whole according to its fair meaning, and not strictly for or
<br />
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<br />PDEMTAG9.DOC
<br />3/29/99 11:52 AM
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