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7) Indemnification. The Company agrees to defend, indemnify, and hold harmless the
<br />City and its officials, employees, contractors, and agents from and against any and all claims,
<br />liabilities, costs, fees, or expenses of any nature arising from (a) the Company's breach of its
<br />obligations under this Agreement or (b) the Company's use, possession, maintenance, and
<br />operation of the Shop, except in such matters arising solely from the gross negligence of the City.
<br />The City agrees to defend, indemnify, and hold harmless the Company and its owners, officers,
<br />employees, contractors and agents from and against any and all claims, liabilities, costs, fees, or
<br />expenses of any nature arising from (a) the City's breach of its obligations under this Agreement
<br />or (b) the City's use, possession, maintenance, and operation of the Parking Garage, except in such
<br />matters arising solely from the gross negligence of the Company and subject to the Indiana Tort
<br />Claims Act (I.C. 34-13-3, as may be amended from time to time) and other similar immunity laws,
<br />if applicable to the claim. Notwithstanding anything in this Agreement to the contrary, the City
<br />does not waive any defense, including governmental immunity, or any liability limitation available
<br />to it under applicable laws.
<br />8) Insurance.
<br />(a) The Company, at its sole cost, will at all times keep the Shop and all improvements
<br />therein insured at its full replacement cost value (as adjusted on at least an annual basis) and will
<br />name the City as a loss payee under such policy to the extent the City has any obligation to repair
<br />or rebuild any part of the Shop under this Agreement, The City, at its sole cost, will at all times
<br />keep the Parking Garage and all improvements therein insured at its full replacement cost value
<br />(as adjusted on at least an annual basis).
<br />(b) The Company, at its sole cost, will at all times maintain commercial general liability
<br />insurance covering the Company with respect to the Shop in an amount not less than Five Million
<br />Dollars ($5,000,000.00) per occurrence (inclusive of the limit of any umbrella or excess liability
<br />policy).
<br />(c) Any such liability policy of insurance held by the Company in accordance with this
<br />Section 8 will name the City as an additional insured, and the Company agrees to produce to the
<br />City a certificate of insurance and copies of said policies (and any related endorsements)
<br />evidencing the same.
<br />(d) Each party waives any right it may have to recover damages from the other or any
<br />of the other's employees, partners, directors, officers, or agents to the extent the damages are (or
<br />but for the party's breach of this Agreement, would be) covered by property insurance required
<br />under this Agreement. Deductibles and self -insured retentions are deemed "covered by insurance"
<br />for purposes of applying this paragraph. This paragraph is intended to prevent a party's insurance
<br />carrier from subrogating against the other party, Therefore, each party must take all commercially
<br />reasonable steps to effect this intent, including (without limitation) ordering and maintaining
<br />appropriate endorsements on its property insurance policy.
<br />(e) Subject to the insurance proceeds requirements of any recorded mortgage
<br />encumbering the Shop, in the event of any loss of or physical damage to the Shop, the Company
<br />agrees to apply all available insurance proceeds to the repair and reconstruction of the Shop.
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