Common use of Insurance Clause in Contracts

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL Seller, or Seller’s respective subcontractors, affiliates, agents, and assigns delivering to an International Paper facility shall, prior to commencing operations hereunder: (a) Maintain at its own cost adequate insurance coverage, purchased on a primary and non-contributory basis, from an insurer with at minimum an A.M. Best’s Credit Rating of A-, VII or equivalent covering its business interests, property and employees and its obligations hereunder. Seller shall maintain such comprehensive general liability insurance that it deems necessary maintain, at minimum, the following types and advisable to protect amounts of coverage on policies on an “occurrence” basis: (i) Worker’s Compensation Insurance (or qualification as a self-insurer) covering its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and employees, owner(s), partners and/or executive officers in amounts (1) as required by this Agreementstate law where Seller’s operations are performed, or (2) if no amount is required by state law, in amounts reasonably acceptable to Buyer. The insurance afforded required under this section shall be primary insurancebear an endorsement evidencing a waiver of the right of subrogation against Buyer and an assignment of statutory lien, if applicable; (ii) Commercial General Liability Insurance covering bodily injury, personal injury, and any insurance carried by the State property damage, including products/completed operations liability and contractual liability coverage, with per occurrence limits of Idaho shall be excess not less than $1,000,000 and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum an aggregate limit of not less than $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance 1,000,000; (iii) Employer’s Liability Insurance coverage with a combined single limit for bodily injury and property damage of limits not less than $500,000 each occurrence accident, $500,000 disease – policy limit and $500,000 disease – each employee; and if operating commercial vehicles, (iv) Commercial Automobile Liability Insurance with respect to their a limit of not less than $1,000,000 and an aggregate limit of not less than $1,000,000 on any owned, hired or non-owned vehiclesowned, assigned to or used hired vehicle. If Seller does not own, operate or use its own trucking or hauling services in the performance of its obligations under this Agreement, but uses contracted services for the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL delivery of Goods to Buyer, then Seller shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no also maintain Truck Broker Liability coverage or similar type of coverage of not less than $1,000,000 combined single limit1,000,000. (b) Agree to name Buyer as an “Additional Insured” for full limits of insurance coverage, including but not limited to any excess coverage purchased and obtain a waiver of subrogation in Buyer’s favor on its Commercial General Liability, Commercial Automobile Liability or Truck Broker Liability policies. Seller will provide Buyer with copies of policy endorsements evidencing Additional Insured requirements and waivers of subrogation thereunder from each insurer. If liability Seller uses external carriers or subcontractors to perform such delivery services on behalf of Seller, then Seller shall require that all such carriers or subcontractors obtain and maintain adequate insurance required by coverage with at minimum coverage types and limits as set forth in this section is obtained through a “claims made” policySection 5, this coverage or its replacement including Workers Compensation Insurance. Seller shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain obtain from such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles carriers and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence subcontractors evidence of such insurance coverage or self-insurance shall be in and make the form of same available for Buyer’s review upon request. (c) Provide to Buyer a certificate of insurance or statement of financial responsibility and shall include a provision insurance, bearing applicable endorsements evidencing that cancellation, refusal to renew the policy, or change in any material way the nature or extent of Seller is maintaining the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written in this Section. If Seller receives notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State from its insurance company of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others cancellation or any employees material change of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performancesuch insurance policies required hereunder, act or omission by the DESIGN PROFESSIONAL Seller shall promptly provide Buyer with a copy of any term of this contractsuch notice. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL (a) Supplier shall maintain such comprehensive general liability obtain and keep in force the following insurance that it deems necessary issued by insurance carriers with an A.M. Best rating of A- or better and advisable to protect its interest and that of with the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL.following minimum limits: 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation (i) General Liability Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of limits not less than $500,000 each 2 million per occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS.a $5 million umbrella 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no (ii) Auto Liability Insurance with limits not less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through 1 million per occurrence; (iii) Professional Errors and Omissions Insurance covering the activities of Supplier written on a “claims made” policybasis with limits not less than $5 million per claim; (iv) Crime Insurance covering the activities of Supplier written on a “claims made” basis with limits not less than $2 million per claim; (v) Network Security/Privacy Liability (Cyber Liability) Insurance in the amount of $5 million dollars per occurrence including but not limited to protection of private or confidential information whether electronic or non-electronic; network security and privacy liability; protection against liability for systems attacks, this coverage denial or loss of service, introduction, implantation or spread of malicious software code; protection against liability for security breach, unauthorized access and use of data including regulatory action expenses and notification and credit monitoring expenses. [Part of E&O Insurance for the Supplier] (vi) Worker’s Compensation Insurance with minimum limits as required by state law in the applicable jurisdictions; (vii) Employer’s Liability Insurance with limits not less than $1 million per injury; and (viii) Such other insurance as the Company may reasonably require. (b) Supplier shall name Company, Company Affiliates, and Company’s and Company Affiliates’ officers, directors, employees and agents as additional insureds on the General Liability and Auto Liability policies. Supplier agrees to require its replacement insurers to waive all rights of subrogation. Supplier shall have a retroactive date provide proof of insurance to Company upon Company’s request. The amount and/or availability of Supplier’s insurance shall in no later than the inception of way limit or impact Supplier’s liability pursuant to this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL Tenant, at its expense, shall maintain such comprehensive (i) a policy of commercial general liability insurance that it deems necessary with respect to its activities in the Premises, with premiums thereon fully paid, such insurance to afford minimum protection of not less than $3,000,000.00 combined single limit coverage for bodily injury, property damage, or combination thereof; (ii) insurance on the Premises and advisable Tenant’s personal property, including, without limitation, all furniture, fixtures, goods, machinery, equipment and inventory, against loss by fire, windstorm, flood, water, tropical storm, hurricane, terrorism and theft or other insurable casualty, on an “all risk” form sufficient to protect its interest and that provide 100% replacement value of the State of Idaho. The State of Idaho will Premises and such personal property; provided, that in no event shall any such replacement value be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall deemed to be primary insurance, and any insurance carried by to a standard other than the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability Minimum Standard; (iii) business interruption insurance with a minimum limit of liability representing loss of at least approximately six (6) months of income; (iv) workers’ compensation in compliance with applicable Legal Requirements and employers liability with a $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto 1,000,000.00 per accident limit for bodily injury or disease; (v) automobile liability insurance covering all owned, non-owned and hired vehicles (including ground or mobile equipment) used by the Tenant in connection with a its operations under this Lease in an amount not less than Five Hundred Thousand and No/100 Dollars ($500,000.00) combined single limit per occurrence for bodily injury and property damage damage; and (vi) workers’ compensation in compliance with applicable Legal Requirements. Unless otherwise notified in writing by Landlord, Tenant or Guarantor shall also maintain insurance on the Project and the Project Improvements, against loss by fire, windstorm, flood, water, theft or other insurable casualty, on an “all risk” form sufficient to provide 100% replacement value of the Project and the Project Improvements, provided, that (x) in no event shall any such replacement value be deemed to be to a standard other than the Minimum Standard; (y) the cost of the premium for such “all risk” insurance will paid by Landlord to Tenant on a monthly basis (or such other basis as the parties may agree) within 30 days after receipt of Tenant’s invoice therefor, and will thereafter be included as part of the “Operating Expenses” with Tenant only being responsible for Tenant’s Proportionate Share thereof; and (z) such “all-risk” insurance shall name Landlord as an additional named insured. In the event that Landlord notifies Tenant or Guarantor (as the case may be) in writing that the maintenance of such “all risk” insurance is not required by such party, Landlord shall obtain and maintain a replacement “all risk” policy comparable to the policy previously required to be maintained by Tenant or Guarantor, but only if Tenant continues to occupy the Premises. Landlord shall maintain a policy of commercial general liability insurance with respect to its activities on the Project, such insurance to afford minimum protection of not less than $500,000 each occurrence with respect 3,000,000.00 combined single limit coverage for bodily injury, property damage, or combination thereof and such other insurance as deemed reasonably necessary by Landlord. Tenant shall pay Tenant’s Proportionate Share of Landlord’s insurance as part of the Operating Expenses. Tenant’s commercial liability insurance obligations may be satisfied from a combination of a primary insurance policy and an excess liability or umbrella policy, provided that such policy has a minimum policy limit of at least $3,000,000. Each of Landlord and Tenant, and Guarantor, as applicable, (and those persons or entities as such party may from time to their owned, hired or time designate) shall be named as an additional insured on the liability insurance policies of the other. All of insurance required under this Section shall (A) be primary and non-owned vehiclescontributory, assigned (B) provide for severability of interests, (C) be issued by insurers licensed to or used do business in the performance of State in which the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall Premises are located and which are rated A-:VII or better by Best’s Insurance Reports, and (D) be endorsed to provide professional liability insurance, unless waived in writing by that the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible insurer will endeavor to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State provide at least thirty (30) calendar days written notice by certified, days’ prior notification of cancellation or registered mail, return receipt requestedmaterial change in coverage to Landlord. Landlord and Tenant shall deliver on or prior to the Effective Date to the other party a certificate evidencing such coverage and thereafter upon the request of either party. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive Tenant agrees and hereby covenants that it shall, during the entire term hereof, keep in force and effect a policy or policies required by law and the following (i) commercial general liability insurance that it deems necessary with respect to the Premises and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insuranceProperty, and the business operated by Tenant and any insurance carried by subtenants of Tenant in the State of Idaho Premises, in which the limits shall not be excess less than $2,000,000 per occurrence and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive 3,000,000 general aggregate; (ii) business auto liability insurance with a combined single limit for bodily injury and property damage of limits not less than $500,000 each occurrence with respect to their 2,000,000 for any owned, hired or non-non owned vehiclesauto; if Tenant has no owned autos, assigned Tenant may provide hired and non owned auto liability coverage or agree to or used provide evidence of auto liability coverage prior to using a vehicle for its business activity on the property; (iii) workers compensation insurance in statutory limits for all of its employees in the performance states in which the employees are working on behalf of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional tenant and employers liability insurance, unless waived insurance with limits of the greater of $500,000 or that required by law; (iv) umbrella excess liability insurance in writing by the OWNER, in an amount no excess of underlying coverages required above with limits not less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy5,000,000; (v) all risk property insurance, this coverage including without limitation business income and extra expense, which insures the improvements, fixtures, inventory, and all other property of Tenant, within the Premises or its on the Property, against any loss arising from fire, flooding, lightning, earthquake, windstorm, hail, rain, water leakage, seepage, the elements or other casualty, for the full replacement shall have a retroactive date value of no later than the inception of this Agreementsuch property. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL policies shall be responsible name Landlord and any person, firm, or corporation designated by Landlord as an additional insured or as an additional named insured, as Landlord shall require, evidenced by an additional insured endorsement reasonably acceptable to pay all premiumsLandlord, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include contain a provision clause stating that cancellation, refusal to renew the policy, insured will not cancel or change in any material way materially reduce the nature or extent of insurance below the coverage provided by such policy or policies will be ineffective limits required without first giving the State Landlord thirty (30) calendar days days’ prior written notice notice. Such insurance shall be primary and non-contributory to Landlord and the coverage afforded by certifiedsuch policy will not be subject or entitled to any contribution, reduction, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees other benefit from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL reason of any term insurance coverage carried by Landlord and will be issued by and carried with an insurance company with a minimum Best’s Rating of this contractA- VII or better or as otherwise approved by Landlord in Landlord’s sole and absolute discretion. A certificate of insurance, as Landlord may require, shall be immediately delivered to Landlord prior to commencement and at each renewal. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL (a) Seller shall maintain such comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insuranceprovide, pay for, and maintain in full force and effect the insurance outlined here for coverages at not less than the prescribed minimum limits of liability, covering Seller’s activities, those of any insurance carried and all subcontractors, or anyone directly or indirectly employed by the State any of Idaho shall them, or by anyone for whose acts any of them may be excess liable. $2,000,000 general aggregate with dedicated limits per project site • $2,000,000 products and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of completed operations aggregate Automobile Liability: • $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a 1,000,000 combined single limit for each accident Workers’ Compensation: Statutory Limit Employer’s Liability • $1,000,000 each occurrence bodily injury • $1,000,000 disease - each employee • $1,000,000 disease – policy limit Umbrella/Excess Liability • $3,000,000 combined single limit and property damage annual aggregate Contractor’s Pollution Liability • $1,000,000 each occurrence; $3,000,000 annual aggregate (b) If Seller provides products for incorporation into, or services on, aircraft or aircraft engines, parts or components, Seller also shall provide, pay for, and maintain in full force and effect Aviation Liability including Premises, Products, Completed Operations and Contractual Liability in an amount of not less than $500,000 each 25,000,000 per occurrence/annual aggregate for products/completed operations, covering Seller’s activities, those of any and all subcontractors, or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. (c) Upon Buyer's request Seller will provide to Buyer a certificate of insurance naming Buyer as additional insured and certifying that at least the minimum coverages required here are in effect and specifying that the liability coverages are written on an occurrence with respect to their ownedform and that the coverages will not be canceled, hired or non-owned vehiclesrenewed, assigned or materially changed by endorsement or through issuance of other policy(ies) of insurance without 30 days advance written notice to or used in the performance Buyer. All coverages required of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability Seller will be primary over any insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility program carried by Buyer and shall include a provision that cancellation, refusal waiver of subrogation. Failure of Buyer to renew the policy, or change in any material way the nature or extent demand such certificate will not be construed as a waiver of the coverage provided by Seller’s obligation to maintain such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requestedinsurance. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL 2.1 The Mortgagor shall at its own expense at all times maintain such comprehensive general or cause to be maintained on all of the Mortgaged Property and all other personal property subject to the Security Agreement: (x) insurance satisfying the requirements of clauses (c) and (d) below; and (y) property and liability insurance against such risks, in such amounts and in such form, as is usually carried by companies engaged in a business similar to the business conducted by Mortgagor in Atlantic City, New Jersey, provided however, that it deems necessary and advisable in no event shall Mortgagor be required to protect its interest and that obtain insurance in excess of any of the State of Idaho. The State of Idaho will be named an additional insured on any general following: (a) commercial liability insurance (including blanket contractual liability insurance, innkeeper's liability, products liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes elevator liability) covering all employees claims for bodily injury, including death, or property damage occurring on, in or about the Mortgaged Premises and employers' liability insurance with a minimum limit the adjoining sidewalks and passageways in an amount of not less than $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a 50,000,000 combined single limit for as respects bodily injury and property damage in respect of not less than any one occurrence provided that the primary policy, providing liability limits of $1,000,000 per occurrence and $1,000,000 in the aggregate for bodily injury liability and property damage liability, as such limits are defined in standard endorsement L6108 entitled: "Amendment - Limits of Liability (Single Limit) (Individual Coverage Aggregate Limit)", and such insurance may be excess to a $500,000 each self-insured retention per occurrence and may be subject to $500,000 combined single limit sublimit for coverage provided for the care, custody and control of property, a $250,000 per loss/aggregate sublimit for Innkeeper's Property Damage Liability, a $250,000 per loss/aggregate sublimit for Hotel Safe Deposit Box Liability, a $250,000 per occurrence limit for real property fire liability, and a $250,000 in the aggregate, a $1,000,000 aggregate limit for personal injury liability, liquor liability, advertising liability and pollution liability; during any period of alterations or improvements in, on or to the Mortgaged Premises, the Mortgagor will cause to have the commercial liability insurance policy endorsed to provide owners and contractors protective liability coverage including completed operations liability coverage or maintain separate policies with respect to their ownedsuch coverage; (b) workers' compensation insurance (including employer's liability insurance) for all employees of the Mortgagor engaged on or with respect to the Mortgaged Property in such amounts as are required by law; (c) physical damage insurance covering the Improvements and Fixtures for loss or damages resulting from the perils of fire, hired or nonlightning and such other risks and hazards as are provided under the current standard "Extended Coverage Endorsement" and vandalism and malicious mischief coverage for 100% of the full replacement value of the Improvements and Fixtures (excluding footings and foundations) on condition that the policy contains an "agreed amount endorsement" and that no co-owned insurance provisions would be applicable, provided that the property policy limit may be subject to a total limit of $200,000,000 for all loss arising out of one occurrence subject to a sublimit of $100,000,000 unless the loss is caused by fire, lightning, removal, wind and hail, leakage from fire protective equipment, explosion, smoke, aircraft and vehicles, assigned to or used sonic shock wave, riot, civil commotion and vandalism, molten material, and in which case the $100,000,000 sublimit will not apply, a sublimit of $35,000,000 in the performance aggregate for loss due to earthquake, a sublimit of $5,000,000 in the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insuranceaggregate for loss caused by flood, unless waived a sublimit of $1,000,000 for property in writing transit, a sublimit of $1,000,000 on newly acquired property, a sublimit of $105,000,000 for business interruption loss defined to include net profit plus certain continuing expenses except ordinary payroll expenses, a $50,000,000 sublimit for general boiler and machinery coverage, and a maximum deductible of $500,000 for each loss and a 72-hour exclusion for any time element loss; (d) insurance on all Equipment and all Inventory (as such terms are defined in the Security Agreement and included in the "Collateral" therein) against loss or damage by reason of any hazard referred to in subsection (c) and subject to the OWNER, conditions stated in subsection (c) of this subsection 2.1 in an amount no less than $1,000,000 combined single limitof 100 percent of the full replacement value thereof; (e) insurance against loss of rents/business interruption by reason of any hazard covered under the insurance required under subsections (c) and (d) of this subsection 2.1 in an amount sufficient to avoid any co-insurance penalty, and subject to the conditions stated in subsection (c); and (f) insurance against such other risks of damages, hazards, casualties and contingencies, but only if and only to the extent and in such amounts that insurance against such other risks, hazards, casualties or contingencies shall then be commonly carried by prudent owners and lessees of buildings or improvements in the locality similar in character, construction, use and occupancy to the Improvements, appurtenances, and Fixtures and equipment on or constituting a part of the Mortgaged Property; all such insurance, after providing for costs of collection. If The Mortgagor will duly and punctually comply, or cause compliance with, all of the material terms and conditions of any insurance policy covering or applicable to the Mortgaged Property, whether or not expressly required hereunder, all material requirements of the issuer of any such policy, and all orders, rules and other requirements of the National Board of Fire Underwriters (or any body exercising similar functions) binding upon the Mortgagor or applicable to or affecting the Mortgaged Property or any use or condition thereof. The types, terms, conditions, coverages and policy limits of insurance maintained pursuant to this subsection 2.1 may be increased, decreased, amended, supplemented or otherwise modified from time to time to the extent available and at a reasonable cost to reflect what prudent owners and/or lessees of buildings or improvements similar in type and locality to the Mortgaged Property would carry, as certified to the Mortgagee in an Officer's Certificate (as defined herein) of the Mortgagor. 2.2 All insurance required pursuant to subsection 2.1 hereof shall be evidenced by valid and enforceable policies, in form and substance, and issued by and distributed among insurers of recognized responsibility having an A.M. Best Company rating of at least A or B and a financial size category of Class VII or above, and authorized to do business in the State of New Jersey. The originals of all such policies, or certified duplicate copies or certificates thereof (accompanied by photostats of the policies as soon as available), shall be delivered to the Mortgagee concurrently with the execution and delivery of this Mortgage and, thereafter (i) all quotations, synopses and letters of amendment thereto in respect of proposed coverage, as well as definitive insurance binders relating to the renewal or replacement policies, shall be delivered to the Mortgagee as soon as reasonably practicable prior to the expiration of the policy or policies to be renewed or replaced and (ii) all renewal or replacement policies, or certified duplicate copies or certificates thereof (accompanied by photostats of the policies), shall be delivered to the Mortgagee as soon as reasonably practicable after the expiration date of the policy or policies to be renewed or replaced, in each case accompanied by evidence that all premiums currently payable with respect to such policies have been paid in full. 2.3 Except in the case of workers' compensation, general and personal liability and loss of rents/business interruption insurance, all insurance policies at any time required by this section is obtained through Section 2 shall (a) provide as follows: (i) the insureds named therein shall include the Mortgagee on its own behalf and on behalf of the Holders and the Mortgagor, as their respective interests may appear, (ii) all losses payable thereunder in amounts less than or equal to $1,000,000 shall be payable directly to the Mortgagor, (iii) all losses payable thereunder in excess of $1,000,000 shall be payable to the Mortgagee on its own behalf and on behalf of the Holders pursuant to a “claims made” policystandard mortgagee clause naming the Mortgagee on its own behalf and on behalf of the Holders, this coverage as their interests may appear, with loss payable to the Mortgagee on its own behalf and on behalf of the Holders without contribution, and (iv) all losses thereunder in excess of $10,000,000 shall be adjusted by the Mortgagor with the prior consent of the Mortgagee (which consent shall not be unreasonably withheld); (b) such policies may not be canceled or amended without at least thirty (30) days' prior written notice to the Mortgagee; and (c) no act, omission or negligence of the Mortgagor, or its replacement shall have agents, servants or employees, or of any Space Tenant under any Space Lease (as defined in Section 24.4 hereof) or any of their agents, servants or employees which might otherwise result in a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence forfeiture of such insurance coverage or self-any part thereof, shall in any way affect the validity or enforceability of, or the amounts which may be collected under, any of such insurance with respect to the Mortgagee. All losses payable to the Mortgagee pursuant to subsection 2.3(a)(iii) shall be assigned and paid directly to the Mortgagee for deposit into the Collateral Account to be held and applied in accordance with Sections 1018 and 1404 of the form of a certificate Indenture and Section 9.3 hereof. The policy or policies of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage character described in subsections (a), (b), (c), (d), (e) and (f) of subsection 2.1 hereof may consist of blanket policies insuring the Mortgaged Premises and other property of the Mortgagor; provided by that such policy or policies will shall set forth the amount of insurance in force thereunder applicable to the Mortgaged Premises and any sublimits in such blanket policy applicable to the Mortgaged Premises, which amounts shall be ineffective without first giving not less than the State thirty amounts required pursuant to this Section 2 and shall otherwise comply with the provisions of this Section 2 and shall afford the same protections to the Mortgagee as would be provided by policies individually applicable to the Mortgaged Premises, provided that if a portion of such policy covers the insurance to be given in Section 2, the total coverage afforded under such portion shall be on an "occurrence" basis, and provided further that if the Mortgagor converts any insurance policy from an "occurrence" to a "claims" basis (30or vice versa), the Mortgagor shall cause the risk to be covered by such policy to be continuously insured against notwithstanding such change. If, notwithstanding the provisions of subsection 2.3(a)(iii) calendar days hereof, any insurance proceeds in excess of $1,000,000 are made payable to the Mortgagor, rather than to the Mortgagee as required, the Mortgagor shall promptly deliver such proceeds, in the form received but with any necessary endorsements, to the Mortgagee and the Mortgagor hereby irrevocably appoints the Mortgagee as its attorney-in-fact, coupled with an interest, to endorse and/or transfer any such payment to the name of the Mortgagee on its own behalf and on behalf of the Holders. All proceeds of the insurance shall be held and disbursed in accordance with Sections 1018 and 1404 of the Indenture and Section 9.3 hereof. 2.4 If the Mortgagee on its own behalf and on behalf of the Holders shall by any manner acquire the title or estate of the Mortgagor in or to any portion of the Mortgaged Premises, it shall thereupon, to the extent such insurance policies are not blanket insurance policies of the Mortgagor, become the sole and absolute owner of all insurance policies held by or required hereunder to be delivered to the Mortgagee, affecting such portion, with the sole right to collect and retain all unearned premiums thereon, and the Mortgagor shall be entitled only to a credit, in reduction of the then outstanding Liabilities secured hereby, in the amount of any cancellation refund actually received by the Mortgagee. To the extent applicable the Mortgagor agrees, immediately upon demand, to execute and deliver such assignments or other authorizations or instruments as may be necessary or desirable to effectuate the foregoing. 2.5 In the event that the Mortgagor fails to (i) provide, maintain or keep in force the insurance policies required pursuant to subsection 2.1 hereof or (ii) deliver and furnish to the Mortgagee the original policies of insurance (or certified duplicate copies or certificates thereof, accompanied by photostats of the policies) or definitive binders relating to renewal or replacement policies pursuant to subsection 2.2 hereof prior to the expiration, cancellation or amendment of existing policies, the Mortgagee on its own behalf and on behalf of the Holders may at its sole option upon prior written notice to Mortgagor (but in no event shall the Mortgagee be so obligated) obtain such insurance, and the Mortgagor will pay all premiums thereon promptly upon demand by certifiedthe Mortgagee, or registered mailwith interest thereon, return receipt requestedfrom the date on which such premiums are paid by the Mortgagee until the Mortgagor shall reimburse the Mortgagee for such amounts, at a rate of interest equal to the prime rate plus 2% per annum from time to time announced by the Mortgagee, and such sums, until paid, shall be secured by this Mortgage. 9.6 2.6 The DESIGN PROFESSIONAL Mortgagor shall indemnifynot take out separate insurance concurrent in form or contributing in the event of loss with that required to be obtained and maintained under this Section 2. Subject to the foregoing, defend and save harmless any insurance effected by the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against Mortgagor on any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees part of the DESIGN PROFESSIONAL Mortgaged Premises whether or not required under this Mortgage, shall be for the DESIGN PROFESSIONAL'S consultants caused by or arising out mutual benefit of the negligent performance, act or omission by Mortgagee on its own behalf and on behalf of the DESIGN PROFESSIONAL of any term Holders and the Mortgagor and shall be subject to all other provisions of this contractMortgage. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL 11.1 Tenant shall maintain such comprehensive general liability keep in force throughout the Term: (a) a Commercial General Liability insurance that it deems necessary and advisable policy or policies to protect its interest and that the Landlord Entities against any liability to the public or to any invitee of Tenant or a Landlord Entity incidental to the State use of Idaho. The State or resulting from any accident occurring in or upon the Premises with a limit of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess not less than $1,000,000 per occurrence and not contributory to that provided by less than $2,000,000 in the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes annual aggregate, covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage liability and $1,000,000 products/completed operations aggregate; (b) Business Auto Liability covering owned, non-owned and hired vehicles with a limit of not less than $1,000,000 per accident; (c) insurance protecting against liability under Worker’s Compensation Laws with limits at least as required by statute with Employers Liability with limits of $500,000 each occurrence accident, $500,000 disease policy limit, $500,000 disease- each employee; (d) All Risk or Special Form coverage protecting Tenant against loss of or damage to alterations, additions, improvements, carpeting, floor coverings, panelings, decorations, fixtures, inventory and other business personal property situated in or about the Premises to the full replacement value of the property so insured; and, (e) Business Interruption Insurance with respect to their owned, hired or limit of liability representing loss of at least approximately six (6) months of income. 11.2 The aforesaid policies shall (a) be provided at Tenant’s expense; (b) name the Landlord Entities as additional insureds (General Liability) and loss payee (Property—Special Form); (c) be issued by an insurance company with a minimum Best’s rating of “A: VII” during the Term; and (d) provide that said insurance shall not be canceled unless thirty (30) days prior written notice (ten days for non-owned vehiclespayment of premium) shall have been given to Landlord; a certificate of Liability insurance on ▇▇▇▇▇ Form 25 and a certificate of Property insurance on ▇▇▇▇▇ Form 27 shall be delivered to Landlord by Tenant upon the Commencement Date and at least thirty (30) days prior to each renewal of said insurance. 11.3 Whenever Tenant shall undertake any alterations, assigned additions or improvements in, to or used about the Premises (“Work”) the aforesaid insurance protection must extend to and include injuries to persons and damage to property arising in connection with such Work, without limitation including liability under any applicable structural work act, and such other insurance as Landlord shall require; and the performance policies of or certificates evidencing such insurance must be delivered to Landlord prior to the commencement of any such Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL 11.4 Throughout the Term of this Lease, Landlord shall provide professional maintain, as a minimum, the following insurance policies: (i) property insurance for the Building’s replacement value (excluding property required to be insured by Tenant), less a commercially-reasonable deductible if Landlord so chooses, and (ii) commercial general liability insurance, unless waived in writing by the OWNER, insurance in an amount no of not less than $1,000,000 combined single limitper occurrence, $2,000,000 general aggregate. If liability insurance required by this section Landlord may, but is obtained through a “claims made” policynot obligated to, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability other insurance for two and additional coverages as it may deem necessary. Upon Tenant’s written request (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs but not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change more than once in any material way the nature or extent twelve month period), Landlord shall provide to Tenant a copy of the coverage provided by insurance certificate evidencing such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.coverage

Insurance. 9.1 DESIGN PROFESSIONAL Worker's Compensation/Employer's Liability/ ------------------------------------------- Tenant's Property ----------------- Tenant shall procure and maintain such comprehensive throughout the Term, for the protection of Tenant and Landlord as their interests may appear, policies of insurance which afford the following coverages: 1. worker's compensation - statutory limits; 2. employer's liability, in amounts not less than $250,000.00 each accident, bodily injury by accident; $250,000.00 policy limit each employee, bodily injury by disease; and 3. property insurance insuring Tenant's business personal property and tenant improvements against direct risk of loss, broad form coverage, and insuring Tenant's business income, with 100 percent current replacement cost valuation for business personal property, and one year's total anticipated net earnings for business income. Commercial General Liability ---------------------------- Tenant shall procure and maintain throughout the Term a policy or policies of commercial general liability insurance that it deems necessary and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, at Tenant's sole cost and any insurance carried by the State expense, in amounts of Idaho shall be excess not less than $2,000,000.00 each occurrence limit, $2,000,000.00 general aggregate limit, $2,000,000.00 products/completed operations aggregate limit, and not contributory $2,000,000.00 personal injury and advertising injury limit, or such other amounts as Landlord may from time to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes time reasonably require, covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage liability, and including contractual liability coverage, written by insurance companies rated "A" or better, with a financial rating of not less than $500,000 each occurrence with respect Class "X" by A.M. Best Company Inc., and otherwise acceptable to their ownedLandlord, hired or non-owned vehiclesinsuring Tenant, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insuranceand Landlord as an additional insured, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles against any and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in liability to the form of policies or contracts extent obtainable for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal injury to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others a person or any employees of the DESIGN PROFESSIONAL persons or the DESIGN PROFESSIONAL'S consultants caused damage to property occasioned by or arising out of or in connection with the negligent performanceuse, act operation, and occupancy of the Premises, during the policy period, regardless of when the claim is made. All coverage shall be primary to Landlord's insurance. Landlord's insurance shall be noncontributory with and in excess to such insurance. Tenant shall furnish to Landlord, concurrent with execution of the Lease, certificates of insurance and such other evidence satisfactory to Landlord of the maintenance of all insurance coverage required under this article, including a photocopy of the Additional Insured- Managers or omission Lessors of Premises Endorsement, and Tenant shall obtain and deliver to Landlord a written obligation on the part of each insurance company to notify Landlord at least 30 days prior to cancellation or material change of any such insurance. Tenant shall deliver renewal certificates at least 30 days prior to the expiration of each policy. Landlord makes no representation that the limits of liability specified by the DESIGN PROFESSIONAL Lease to be carried by Tenant are adequate to protect Tenant. Tenant shall provide any such additional coverage as Tenant deems adequate. Tenant's Failure To Acquire --------------------------- If Tenant shall fail to acquire the insurance required pursuant to this article, or fail to pay the premiums for said insurance, or fail to deliver the required certificates or policies to Landlord within ten days after written notice from Landlord that it has not received such certificates or policies, Landlord may, but is not obligated to, in addition to any other rights or remedies available to Landlord under the Lease, without the necessity of any term notice to Tenant or time to cure, each of this contractwhich are expressly waived, acquire such insurance and pay the requisite premiums for said insurance, which premiums shall be payable as Additional Rent by Tenant to Landlord upon demand, together with accrued interest as provided in the Lease. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL CONSULTANT shall acquire and maintain such comprehensive Workers’ Compensation, employer’s liability, commercial general liability, owned and non-owned and hired automobile liability, and professional liability insurance that it deems necessary and advisable covering risks relating to protect its interest and that CONSULTANT’s services to be performed hereunder in form subject to the approval of the State of IdahoCity Attorney and/or CITY’s Risk Manager. The State minimum amounts of Idaho will coverage corresponding to the aforesaid categories of insurance per insurable event, shall be named an additional insured on any general liability as follows: Insurance Category Minimum Limits Workers’ Compensation statutory minimum Employer’s Liability $1,000,000 per accident for bodily injury or disease Commercial General Liability $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, personal injury and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of damage Automobile Liability $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit 1,000,000 per accident for bodily injury and property damage (coverage required to the extent applicable to CONSULTANT’s vehicle usage in performing services hereunder) 1Professional Liability $1,000,000 per claim and $2,000,000 1 Note: Professional liability insurance coverage is not required if the contractor/vendor/consultant is not providing a service regulated by the state. (Examples of not less than $500,000 each occurrence service providers regulated by the state are insurance agents, professional engineers, doctors, certified public accountants, lawyers, etc.) Please check and initial the following if professional liability is NOT required for this agreement.  Recommended [Project Manager]  Approved [Risk Manager] Concurrently with the execution of this Agreement, CONSULTANT shall furnish CITY with certificates and copies of information or declaration pages of the insurance required hereunder and, with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance evidence of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional commercial general liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If and automobile liability insurance required by this section is obtained through a “claims made” policycoverage, this original endorsements: (a) Precluding cancellation or reduction in per occurrence limits before the expiration of thirty (30) days (10 days for nonpayment) after City shall have received written notification of cancellation in coverage or reduction in per occurrence limits by first class mail; (b) Naming the City of San ▇▇▇▇▇▇, its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability Council, officers, boards, commissions, attorneys, employees, and agents, as additional insureds; and (c) Providing that CONSULTANT’s insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL coverage shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for primary insurance with insurers of good standing. Evidence of such respect to CITY, its Council, officers, boards, commissions, attorneys, employees, and agents, and any insurance coverage or self-insurance maintained by CITY for itself, its Council, officers, boards, commissions, employees, or agents shall be in excess of CONSULTANT’s insurance and not contributory with it. Claims Made Policies If any of the form required policies provide claims-made coverage: 1. The Retroactive Date must be shown, and must be before the date of a certificate the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or statement non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of financial responsibility five (5) years after completion of contract work. Verification of Coverage Consultant shall furnish the CITY with original certificates and amendatory endorsements effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the CITY before work commences. However, failure to obtain the required documents prior to the work beginning shall include not waive the Consultant’s obligation to provide them. The CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Waiver of Subrogation Consultant hereby grants to CITY a waiver of any right to subrogation which any insurer of said Consultant may acquire against the CITY by virtue of the payment of any loss under such insurance. This provision that cancellationapplies regardless of whether or not the CITY has requested or received a waiver of subrogation endorsement from the insurer. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, refusal unless otherwise acceptable to renew the policyCity. Special Risks or Circumstances CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requestedother special circumstances. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL CARRIER, at CARRIER’s expense, shall maintain such comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that during the term of the State of Idaho. The State of Idaho will be named an additional insured on any this Agreement, commercial general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' automobile liability insurance with a minimum limit limits of not less than $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto 2,000,000.00 (Two Million Dollars) per occurrence for personal injury and property damage, and cargo liability insurance with a combined single limit for bodily injury and property damage minimum limits of not less than $500,000 each occurrence with respect to their owned(Five Hundred Thousand Dollars) per shipment. Cargo Liability Insurance policies shall not exclude coverage for losses resulting from unattended vehicle or from a trailer detached from the power unit, hired infidelity, fraud, dishonesty, theft or non-owned vehiclescriminal acts of CARRIER’s employees, assigned to agents, officers or used directors. CARRIER shall also maintain fidelity coverage for all officers and employees in the performance amount of $1,000,000 (One Million Dollars) per incident. Such coverage shall extend to include all property and cargo entrusted to the WorkCARRIER and any property or cargo for which the CARRIER may be legally liable for. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL CARRIER shall provide professional liability insuranceBROKER certificate of insurance naming BROKER as Certificate Holder and Additional Insured, unless waived in writing by evidencing the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this foregoing coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date prior to providing any services are last provided to BROKER under this Agreement. The DESIGN PROFESSIONAL CARRIER shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-provide that said insurance shall not be in the form of a certificate of insurance canceled or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State materially altered until at least thirty (30) calendar days after written notice is received by certified, or registered mail, return receipt requestedBROKER. The CARRIER shall also maintain any insurance coverage’s required by any government body for the types of transportation and related services specified. 9.6 The DESIGN PROFESSIONAL shall indemnify6.1. BROKER will not accept, defend directly from the CARRIER, Certificates of Insurance or other means of providing proof of insurance renewals or cancellation notices related to BROKER’s Insurance requirements. These must come from CARRIER’s insurance producer (agent). All certificates and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission related documentation must be signed by the DESIGN PROFESSIONAL insurance producer (agent). 6.2. The stipulated limits of coverage above shall not limit any potential liability to BROKER, and failure to deliver certificates of insurance or BROKERS's failure to request delivery shall in no way be construed to be a waiver of CARRIER's obligation to provide the insurance coverages. 6.3. ▇▇▇▇▇▇▇ hereby waives all right to claim against BROKER with respect to any bodily injury, personal injury, losses or damages to real or personal property howsoever caused. CARRIER hereby waives all rights of subrogation against BROKER on behalf of any term of this contractinsurance company insuring its interests. CARRIER shall be responsible for paying any additional premium that may be charged by its insurer for such waiver. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability (a) The insurance that it deems necessary and advisable to protect its interest and that described in Section 3.01 of the State of Idaho. The State of Idaho will be named an additional insured on any general liability Mortgage and property Section 2.30(c) hereof (except policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2worker’s compensation) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form (other than with respect to Sections 3.01(a)(vi) and (vii) of policies the Mortgage when insurance in those two sub-sections is placed with a governmental agency or contracts for insurance instrumentality on such agency’s forms) and amount and with insurers of good standing. Evidence of such insurance coverage or self-insurance deductibles as, from time to time, shall be reasonably acceptable to Lender, under valid and enforceable policies issued by financially responsible insurers authorized to do business in the form State where the Premises is located, with a general policyholder’s service rating of not less than A and a certificate financial rating of insurance not less than XIII as rated in the most currently available Best’s Insurance Reports (or statement of financial responsibility the equivalent, if such rating system shall hereafter be altered or replaced) and shall include have a claims paying ability rating and/or financial strength rating, as applicable, of not less than “AA” (or its equivalent), or such lower claims paying ability rating and/or financial strength rating, as applicable, as Lender shall, in its sole and absolute discretion, consent to, from a Rating Agency (one of which after a Securitization in which Standard & Poor’s rates any securities issued in connection with such Securitization, shall be Standard & Poor’s). All such policies (except policies for worker’s compensation) shall name Lender as an additional named insured (subject to the rights of Mortgage Lender, Intermediate Mez Lender and Senior Mez Lender), with respect to the insurance required pursuant to Section 3.01(a)(iii) of the Mortgage, shall provide, subsequent to the satisfaction of the Mortgage Loan, for loss payable to Lender (subject to the rights of Intermediate Mez Lender and Senior Mez Lender) and shall contain (or have attached): (i) standard “non-contributory mortgagee” endorsement or its equivalent relating, inter alia, to recovery by Lender notwithstanding the negligent or willful acts or omissions of Borrower; (ii) a waiver of subrogation endorsement as to Lender; (iii) an endorsement indicating that neither Lender nor Borrower shall be or be deemed to be a co-insurer with respect to any casualty risk insured by such policies and shall provide for a deductible per loss of an amount not more than $25,000, and (iv) a provision that cancellationsuch policies shall not be canceled, refusal to renew terminated, denied renewal or amended, including, without limitation, any amendment reducing the policyscope or limits of coverage, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State at least thirty (30) calendar days days’ prior written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless to Lender in each instance. Not less than thirty (30) days prior to the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees expiration dates of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given insurance policies obtained pursuant to this Agreement will survive certificates evidencing such renewals bearing notations evidencing the completion payment of premiums or accompanied by other reasonable evidence of such payment (which premiums shall not be paid by Borrower or Owner through or by any financing arrangement which would entitle an insurer to terminate a policy) shall be delivered by Borrower to Lender. Borrower shall not carry separate insurance, concurrent in kind or form or contributing in the event of loss, with any insurance required under Section 3.01 of the Mortgage or Section 2.30(c) hereof. (b) If Borrower fails to maintain and deliver to Lender the original policies or certificates of insurance required by this Agreement, Lender may, at its option, procure such insurance, and Borrower shall pay, or as the case may be, reimburse Lender for, all services premiums thereon promptly, upon demand by Lender, with interest thereon at the Default Rate from the date paid by Lender to the date of DESIGN PROFESSIONAL under this Agreement repayment and such sum shall constitute a part of the Debt. (c) Borrower shall deliver, or shall cause Owner to deliver, to Lender such other insurance as may from time to time be required by Lender and which is then customarily required by Institutional Lenders for similar properties similarly situated, against other insurable hazards, including, but not limited to, malicious mischief, vandalism, acts of terrorism, windstorm and/or earthquake, due regard to be given to the termination size and type of this Agreement for the Premises, Improvements, Fixtures and Equipment and their location, construction and use. Additionally, Borrower shall carry such insurance coverage as Lender may from time to time require if the failure to carry such insurance may result in a downgrade, qualification or withdrawal of any reasonclass of securities issued in connection with a Securitization.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that As of the State Effective Date and throughout the Term (and for such additional periods as may be specified in this Section 9.11), Seller shall, at its own expense, provide and maintain in effect the insurance policies and minimum limits of Idahocoverage specified in this Section 9.11, and such additional coverage as may be required by Applicable Law, with insurance companies which are authorized to do business in the state in which the services are to be performed and which have an A.M. Best’s Insurance Rating of not less than A-:VII. The State minimum insurance requirements specified in this Section 9.11 do not in any way limit or relieve Seller of Idaho will any obligation assumed elsewhere in this Agreement, including, but not limited to, Seller’s defense and indemnity obligations. Workers’ Compensation Insurance with the statutory limits required by the state having jurisdiction over Seller’s employees; Employer’s Liability Insurance with limits of not less than: Bodily injury by accident – One Million dollars ($1,000,000) each accident; Bodily injury by disease – One Million dollars ($1,000,000) policy limit; and Bodily injury by disease – One Million dollars ($1,000,000) each employee; and Commercial General Liability Insurance, (which, except with the prior written consent of Buyer and subject to Sections 9.11(a)(ii)(1) and (2), shall be named written on an additional insured “occurrence,” not a “claims-made” basis), covering all operations by or on any general behalf of Seller arising out of or connected with this Agreement, including coverage for bodily injury, broad form property damage, personal and advertising injury, products/completed operations, and contractual liability. Such insurance shall bear a combined single limit per occurrence and annual aggregate of not less than one million dollars ($1,000,000), exclusive of defense costs, for all coverages. Such insurance shall contain standard cross-liability and severability of interest provisions. If Seller elects, with ▇▇▇▇▇’s written concurrence, to use a “claims made” form of Commercial General Liability Insurance, then the following additional requirements apply: The retroactive date of the policy must be prior to the Effective Date; and Either the coverage must be maintained for a period of not less than four years after the Agreement terminates, or the policy must provide for a supplemental extended reporting period of not less than four years after the Agreement terminates. Commercial Automobile Liability Insurance covering bodily injury and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance damage with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned1,000,000 per occurrence. Such insurance shall cover liability arising out of Seller’s use of all owned (if any), hired or non-owned vehicles, assigned to or used and hired automobiles in the performance of the WorkAgreement. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability Umbrella/Excess Liability Insurance, written on an “occurrence,” not a “claims-made” basis, providing coverage excess of the underlying Employer’s Liability, Commercial General Liability, and Commercial Automobile Liability insurance, unless waived in writing by on terms at least as broad as the OWNERunderlying coverage, in an amount no with limits of not less than $1,000,000 combined single limit10,000,000 per occurrence and in the annual aggregate. The insurance requirements of this Section 9.11 can be provided by any combination of Seller’s primary and excess liability policies. The insurance required in Section 9.11(a) apply as primary insurance to, without a right of contribution from, any other insurance maintained by or afforded to Buyer, its subsidiaries and affiliates, and their respective officers, directors, shareholders, agents, and employees, regardless of any conflicting provision in Seller's policies to the contrary. To the extent permitted by Applicable Law, Seller and its insurers are required to waive all rights of recovery from or subrogation against Buyer, its subsidiaries and affiliates, and their respective officers, directors, shareholders, agents, employees and insurers. The Commercial General Liability and Umbrella/Excess Liability insurance required above shall name Buyer, its subsidiaries and affiliates, and their respective officers, directors, shareholders, agents and employees, as additional insureds for liability arising out of Seller’s construction, ownership or Operation of the Generating Facility. At the time this Agreement is executed, or within a reasonable time thereafter, and within a reasonable time after coverage is renewed or replaced, Seller shall furnish to Buyer certificates of insurance evidencing the coverage required in this Section 9.11, written on forms and with deductibles reasonably acceptable to Buyer. All deductibles, co-insurance and self-insured retentions applicable to the insurance above shall be paid by Seller. All certificates of insurance shall note that the insurers issuing coverage shall endeavor to provide Buyer with at least 30 days’ prior written notice in the event of cancellation of coverage. ▇▇▇▇▇’s receipt of certificates that do not comply with the requirements stated herein, or Seller’s failure to provide certificates, does not limit or relieve Seller of the duties and responsibility of maintaining insurance in compliance with the requirements in this Section 9.11 and does not constitute a waiver of any of the requirements in this Section 9.11. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date Seller fails to comply with any of no later than the inception provisions of this AgreementSection 9.11, Seller, among other things and without restricting Buyer’s remedies under the Applicable Law or otherwise, shall, at its own cost and expense, act as an insurer and provide insurance in accordance with the terms and conditions above. With respect to the required Commercial General Liability, Umbrella/Excess Liability and Commercial Automobile Liability insurance, Seller shall provide a current, full and complete defense to Buyer, its subsidiaries and affiliates, and their respective officers, directors, shareholders, agents, employees, assigns, and successors in interest, in response to a third party claim in the same manner that an insurer would have, had the insurance been maintained in accordance with the terms and conditions set forth above. Seller has the right to self-insure to comply with Seller’s obligations under this Section 9.11. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles carrier or carriers and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies policy (including any deductible amount), or contracts any plan for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance subject to review and approval by Buyer, which approval may not be unreasonably withheld, conditioned or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requesteddelayed. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive a. Tenant will keep in force at its own expense for so long as this Lease Agreement remains in effect commercial general liability insurance that it deems necessary and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named insuring Tenant, on an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less “occurrence” rather than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policybasis, this coverage or against liability for bodily injury, property damage (including loss of use of property) and personal injury, which insurance shall (i) name Landlord, its replacement shall property manager and such other parties as Landlord may designate, as additional insureds, (ii) be with companies and in form acceptable to Landlord, and (iii) with limits of liability not less than: $1,000,000 for injury/death to any one person; $2,000,000 for injury/death to more than one person, and $1,000,000 with respect to damage to property, and have a retroactive date minimum combined limit of liability of no later less than the inception Three Million and 00/100ths Dollars ($3,000,000.00), subject to any changes reasonably required by Landlord’s insurance company. Said insurance shall also provide for contractual liability coverage. The amount and coverage of such commercial general liability insurance shall not limit Tenant’s liability nor relieve Tenant of any of its obligations under this Lease Agreement. The DESIGN PROFESSIONAL must maintain such liability Tenant shall further provide for business interruption insurance for two to cover a period of not less than six (26) years from the date services are last provided under this Agreementmonths. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance Tenant will deposit with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent Landlord certificate(s) of the coverage provided by such policy or policies will of such insurance, which shall provide that Landlord shall be ineffective without first giving the State notified in writing thirty (30) calendar days written notice by certifiedprior to cancellation, material change, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend failure to renew the insurance. Tenant further covenants and save agrees to indemnify and hold Landlord and Landlord’s property manager harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and defend them against any liability, all claims, damagesliabilities, judgments, demands, causes of action, losses, damages and costs and expenses, actions and suits whatsoeverincluding reasonable attorneys’ fees, including for damage to any property or injury to or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or person arising out of the negligent performance, from: (i) any act or omission by Tenant, its contractors, agents, employees or invitees in, at, or around the DESIGN PROFESSIONAL Premises or the Building; (ii) the negligence or willful misconduct of Tenant; (iii) Tenant’s failure to comply with any term and all governmental laws, rules, ordinances or regulations applicable to the use of the Premises and its occupancy; and/or (iv) any breach or default by Tenant under this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to Lease Agreement. Tenant’s indemnity obligations under this Agreement will Article shall survive the completion of all services of DESIGN PROFESSIONAL under this Agreement expiration or the earlier termination of this Agreement Lease Agreement. If Tenant shall not comply with its covenants made in this Article, Landlord may, at its option, cause insurance as aforesaid to be issued and in such event Tenant agrees to pay the premium for such insurance promptly upon Landlord’s demand. b. Landlord shall carry and cause to be in full force and effect a fire and extended coverage insurance policy on the Building, but not contents owned, leased to or otherwise in possession of Tenant. The cost of such insurance and any reasonother insurance maintained by Landlord for the Building shall be an Operating Expense. c. Tenant shall not carry any stock of goods or do anything in or about the Premises that will in any way impair or invalidate the obligation of the insurer under any policy of insurance required by this Lease Agreement. d. In the event that the use of the Premises by Tenant increases the premium rate for insurance carried by Landlord on the improvements of which the Premises are a part, Tenant shall pay Landlord, upon demand, the amount of such premium increase. If Tenant installs any electrical equipment that overloads the power lines to the building or its wiring, Tenant shall, at its own expense, make whatever changes are necessary to comply with the requirements of the insurance underwriter, insurance rating bureau and governmental authorities having jurisdiction.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability a. Net2Phone agrees to maintain, at Net2Phone's expense, during the entire time this Agreement is in effect for the Premises (i) Comprehensive General Liability Insurance in an amount not less than one million dollars ($1,000,000.00) per occurrence for bodily injury or property damage, (ii) Employer's Liability in an amount not less than one million dollars ($1,000,000.00) per occurrence, (iii) Worker's Compensation in an amount not less than that prescribed by statutory limits, and (iv) adequate insurance that it deems necessary and advisable coverage to protect its interest Net2Phone owned Equipment and that property installed within the Equipment Space. Under no circumstances shall IDT be obligated to provide insurance coverage for any Net2Phone owned Equipment or property installed within the IDT Premises. However, Net2Phone may satisfy the foregoing insurance obligations under the existing policies of insurance of IDT, at IDT's discretion, so long as Net2Phone qualifies as a subsidiary of IDT as defined in such policies of insurance; in which event, Net2Phone shall be responsible for the Net2Phone portion of the State cost to IDT of Idahosuch insurance. The State Net2Phone shall furnish IDT with certificates of Idaho will be named insurance which evidence the minimum levels of insurance set forth herein and which, if not an IDT policy, name IDT as an additional insured on any general liability and upon request by IDT. b. IDT agrees to maintain, at IDT's expense, during the entire time this Agreement is in effect (i) Comprehensive General Liability Insurance in an amount not less than one million dollars ($1,000,000.00) per occurrence for bodily injury or property policies carried and required by this Agreement. The insurance afforded shall be primary insurancedamage, (ii) Employer's Liability in an amount not less than Five Hundred Thousand Dollars ($500,000.00) per occurrence, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry (iii) Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of in an amount not less than $500,000 each occurrence that prescribed by statutory limits. IDT shall furnish Net2Phone with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate certificates of insurance or statement which evidence the minimum levels of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requestedinsurance set forth herein upon request. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL Borrower shall maintain such comprehensive general liability keep the Collateral insured with no less than the following coverages: (i) Fire and extended coverage insurance that it deems necessary including vandalism and advisable malicious mischief, broadened to protect its interest and that the so-called “All Risk of Physical Loss” coverage basis, in an amount, after application of any deductibles acceptable to the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insuranceLender, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance one hundred percent (100%) of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurancefull replacement value of the insured property (both real and personal, unless waived in writing by including fixtures and equipment) at the OWNERtime of issuance of such policy or policies and at each renewal date thereof, exclusive of land, excavations, foundations and other items normally excluded from the such policies; (ii) loss of rent insurance in an amount no not less than the aggregate rental value of the Property for a period of one (1) year if available, or business interruption insurance in an amount acceptable to the Lender, as the case may be; (iii) public liability insurance in an amount not less than $1,000,000 combined single limit1,000,000.00 and ▇▇▇▇▇▇▇’▇ compensation insurance (if applicable); and (iv) flood insurance, if any of the improvements on the Property are located in an area designated as a special flood hazard area by the Director of the Federal Emergency Management Agency, naming the Lender as an additional insured party. If liability no flood insurance required by this section is obtained through to be provided, Borrower shall provide Lender with evidence satisfactory to Lender from a “claims made” policy, this coverage licensed surveyor or its replacement shall have a retroactive date engineer that the Property is not in an area of no later than the inception of this Agreementspecial flood hazard. The DESIGN PROFESSIONAL must maintain such liability All insurance for two policies (2i) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts and substance, for amounts and in companies “A” rated and reasonably acceptable to the Lender, with annual premiums prepaid by the Borrower, (ii) shall with respect to casualty insurance with insurers of good standing. Evidence of such insurance coverage or selfcontain non-insurance shall be in the form of a certificate of insurance or statement of financial responsibility contributory standard mortgagee and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent lender’s loss payable clauses (as Lender may require) effective as of the coverage provided by such date hereof, providing for any loss payable thereunder to be paid to the Lender, (iii) shall, with respect to liability insurance, name Lender as an additional insured, and (iv) shall provide that the policy or policies will may not be ineffective canceled without first giving the State thirty (30) calendar days prior written notice to the Lender, and certificates of insurance with respect to all insurance to be maintained by certifiedBorrower hereunder and shall be deposited with the Lender throughout the life of the Loan. All policies and endorsements shall be endorsed as follows: People’s United Bank/its successors and assigns as their interests may appear, or ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Commercial Lending Department. All notices required to be sent to Lender shall be sent by registered mail, return receipt requestedpostage prepaid, to the address above set forth. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL Lessee shall secure and maintain in effect at its own expense throughout the Term of the Lease insurance against such hazards and for such risks as Lessor may require; provided that Lessor shall not require insurance in greater amounts or covering additional risks with respect to the Aircraft than Lessor generally requires of its lessees to whom it leases similar aircraft. All such insurance shall be with companies with a AM Best rating of “A” or better or otherwise satisfactory to Lessor. Without limiting the generality of the foregoing, Lessee shall maintain such comprehensive general (i) liability insurance that it deems necessary and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general covering public liability and property policies carried property, cargo and required by this Agreement. The insurance afforded shall be primary insurancesudden accidental pollution coverage, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of in amounts not less than $500,000 each occurrence fifty million (50,000,000) United States dollars for any single occurrence; (ii) all-risk aircraft hull and engine insurance (including, without limitation, with respect to their owned, hired engine or non-owned vehicles, assigned to or used in part thereof while removed from the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability aircraft and foreign object damage insurance, unless waived in writing by the OWNER, ) in an amount no which is not less than $1,000,000 combined single limit. If liability the then Stipulated Loss Value; and (iii) confiscation, expropriation and war risk, hijacking and allied perils insurance required by this section (which insurance shall include coverage against acts of terrorism and similar criminal acts) in an amount which is obtained through a “claims made” policy(x) for physical damage, this coverage or its replacement shall have a retroactive date of no later not less than the inception then Stipulated Loss Value and (y) for liability coverage, not less than fifty million (50,000,000) United States dollars for any single occurrence. All insurance shall: (1) name Lessor as owner of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance the Aircraft and as loss payee and additional insured (without responsibility for two premiums), (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies provide that any cancellation or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or substantial change in any material way coverage shall not be effective as to the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State Lessor for thirty (30) calendar days (ten (10) days in the event of non-payment of premiums, seven (7) days in the case of war risks coverage) after receipt by Lessor of written notice by certified, from the insurer of such cancellation or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Workschange, (name 3) insure Lessor’s interest regardless of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury breach of warranty or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, other act or omission of Lessee, (4) include a severability of interest clause providing that such policy shall operate in the same manner as if there were a separate policy covering each insured, (5) waive any right of set-off against Lessee or Lessor, and any rights of subrogation against Lessor, and (6) be primary and not be subject to any offset by any other insurance carried by Lessor or Lessee. Lessee hereby appoints Lessor as Lessee’s attorney-in-fact to make proof of loss and claim for and to receive payment of and to execute or endorse all documents, checks or drafts in connection with all policies of insurance in respect of the DESIGN PROFESSIONAL Aircraft. Lessor shall not act as Lessees attorney-in-fact until the occurrence and during a continuation of an Event of Default or any incipient default under Sections 12(a)(i), (vii) or (viii). Lessee shall pay any reasonable expenses of Lessor in adjusting or collecting insurance proceeds. Lessor shall pay proceeds of any term insurance claim in an amount not exceeding five hundred thousand ($500,000) _ United States dollars to Lessee and Lessee shall, as promptly as practicable, repair the Aircraft or repair or replace any part thereof. Lessor may, at its option, apply proceeds of this contract. 9.7 All express representationsinsurance with respect to claims in excess of five hundred thousand ($500,000) United States dollars , indemnifications in whole or limitations in part, to (A) repair the Aircraft, or repair or replace any part thereof, or (B) satisfy any obligation of liability made in or given Lessee to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL Lessor due under this Agreement or the termination of this Agreement for any reasonLease.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL Carrier shall carry Worker's Compensation Insurance insurance to cover obligations imposed any and all equipment and personnel used in performing under this Agreement and shall furnish Broker with Certificate(s) of Insurance prior to first shipment for Broker (with annual updates thereafter) and/or copies of insurance policies if so requested by federal ▇▇▇▇▇▇ and state statutes covering all employees and employers' unless otherwise agreed, subject to the following minimum limits: General liability insurance with at a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury 1,000,000.00 Each Occurrence; Commercial Automobile Liability/Motor Vehicle Liability (including hired and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles) at a limit of $1,000,000.00 Combined Single Limit Each Occurrence, assigned ($5,000,000 Combined Single Limit Each Occurrence, an MCS-90 Endorsement and the Broadened Pollution Liability Endorsement CA 99 48 if transporting hazardous materials including environmental damages due to release or used in discharge of hazardous substances); Cargo Damage/Loss liability equal to the performance full value of each Truckload (but not to be less than $100,000) with no exclusions or conditions for the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurancecargo under carriage; Workers’ Compensation with limits required by law, unless waived in writing by the OWNER, in with an amount Employers Liability Limit of no less than $1,000,000 combined single limit500,000.00. If liability Except for the higher coverage limits which may be specified above, the insurance required policies shall comply with minimum requirements of the Federal Motor Carrier Safety Administration and any other applicable regulatory state agency and shall be provided by this section is obtained through a “claims made” policyreputable and financially responsible insurance company (rated B+ or better) with the ability to name Broker as an additional insured and loss payee providing thirty (30) days advance notice of cancellation or termination. ▇▇▇▇▇▇▇ shall name Broker as an additional insured (on a primary and non-contributory basis from on-going and completed operation) and loss payee on all such insurance policies, this coverage or its replacement as well as provide Broker with a Waiver of Subrogation endorsement for such policies (naming Broker as benefit under such waiver of subrogation), and shall have a retroactive date provide additional certifications of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance same upon ▇▇▇▇▇▇’s request, and ▇▇▇▇▇▇▇ agrees to name other parties as additional insureds and loss payees as may be reasonably requested by ▇▇▇▇▇▇ from time to time for two (2) years from the date services are last provided certain loads transported under this Agreement. The DESIGN PROFESSIONAL Additionally, if the Carrier holds an umbrella or excess insurance policy, Carrier shall name Broker as an additional insured and loss payee on such insurance policy(ies) and provide a Waiver of Subrogation endorsement benefiting Broker. Nothing in this Agreement shall be responsible construed to pay avoid or limit Carrier’s liability due to any policy limits or exclusion or deductible in any insurance policy. ▇▇▇▇▇▇▇ agrees Broker is entitled to request and receive copies of all premiums, deductibles insurance policies of Carrier and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall ▇▇▇▇▇▇▇ agrees that it will be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination breach of this Agreement for any reasonin the event it (or its insurance company) fails to provide copies of insurance policies, coverage information and/or COIs upon ▇▇▇▇▇▇’s request.

Insurance. 9.1 DESIGN PROFESSIONAL 11.01 Tenant assumes the liability for damage to the Demised Premises, all improvements, fixtures, partitions, equipment and person property therein, and all appurtenances thereto, regardless of the cause thereof. Except as otherwise provided herein, Tenant expressly waives and releases Landlord from all claims against Landlord and agrees to hold Landlord harmless for any loss resulting from damage or loss to Tenant’s goods, wares, merchandise, inventories, fixtures and/or equipment of any invitee, subsidiary, or affiliate of Tenant in, upon or about said Demised Premises regardless of the cause. 11.02 Tenant shall maintain such comprehensive secure, pay for and maintain, at its own expense, the following insurance policies in full force and effect during the term of the Lease for the benefit of the Landlord, Tenant and any holder of a mortgage on the Building of which Tenant has notice: (a) Commercial General Liability at limits of $1,000,000 per occurrence/$2,000,000 aggregate per location subject to no deductible including broad form general liability insurance that it deems necessary extensions without limitations and advisable host liquor liability coverage. Contractual liability, if not written on a blanket basis must be endorsed to protect its interest and that of the State of Idahocover indemnities specified herein. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded This policy shall be primary insurance, and any insurance carried by the State of Idaho written on an “occurrence” basis. Policy shall be excess and not contributory endorsed to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit name Landlord as “additional insured”. Definition of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and Additional Insured shall include a provision that cancellationall partners, refusal to renew the policyofficers, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certifieddirectors, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officersemployees, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees representatives of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performancenamed entity including its managing agent, act or omission by the DESIGN PROFESSIONAL if any. Further, coverage for “Additional Insured” shall apply on a primary basis irrespective of any term of this contractother insurance, whether collectible or not. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL 100 We will keep the premises and our contents (if any) insured for any amounts we feel appropriate. We will insure the premises against fire and other risks normally covered by a comprehensive household insurance policy and any other risks we consider necessary. We do not insure Tenant’s contents. Tenants must take out their own contents insurance if they want their contents insured. 101 The Landlord shall maintain such comprehensive general liability insurance that it deems necessary make good any damage caused by an Insured Risk, unless the damage was caused by the wilful actions, negligence, or default of the Tenants. 102 That the Tenant paying the rent and advisable to protect its interest performing and observing the obligations on the Tenant’s part contained in this agreement shall peaceably hold and enjoy the Premises during the Term without any unlawful interruption by the Landlord or any person rightfully claiming under, through or in trust for the Landlord. 103 The furniture and equipment within the Premises complies with the Furniture and Furnishings (Fire) (Safety) Regulations 1988 as amended in 1993. 104 The gas appliances comply with the Gas safety (Installation and Use) Regulations 1998 and that a copy of the State of Idaho. The State of Idaho Safety Check Certificate will be named an additional insured on any general liability and property policies carried and required by given to the Tenant when signing this Agreement. 105 The insurance afforded shall be primary insurance, electrical appliances at the Premises comply with the Electrical Equipment (Safety) Regulations 1994. 106 The Premises are compliant with The Smoke and any insurance carried by Carbon Monoxide Alarm (England) Regulations 2015 at the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance start of the WorkTenancy. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing 107 If the Premises are destroyed or made uninhabitable by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others fire or any employees other insured risk, rent will cease to be payable until the premises are reinstated unless insurance monies are not recoverable because of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, any act or omission by the DESIGN PROFESSIONAL Tenant, his family, friends or visitors; or the insurer pays the costs of any term of this contract. 9.7 All express representationsre-housing the Tenant. 108 If the premises are not made habitable within one month, indemnifications or limitations of liability made in or given either party to this Agreement will survive may terminate this agreement by giving immediate written notice to the completion other party. 109 The Landlord reserves the right to re-enter the Property if: 109.1 the Rent is unpaid 21 days after becoming payable whether it has been formally demanded or not; 109.2 Tenants are declared bankrupt under the Insolvency Act 1986; 109.3 the Tenants have breached the Agreement; or 109.4 any of all services the Grounds 2, 8, 10-15 and 17 set out in Schedule 2 of DESIGN PROFESSIONAL the HA 1988 apply 110 This clause 12.1 does not affect any rights of the Tenant under the Protection from Eviction Act 1977. The Landlord cannot evict the Tenant without a court having first made an order for possession. 111 If the Landlord re-enters the Property pursuant to this clause, then the Tenancy shall immediately end, without prejudice to any right or remedy of the Landlord in respect of any breach of the terms of this Agreement by the Tenants. 112 If the Tenants breach this Agreement or fails to fulfil any of its obligations under this Agreement, the termination Tenants shall pay any reasonable costs incurred by the Landlord or the Landlord’s Agent in remedying such breaches or in connection with the enforcement of this Agreement for any reasonthose obligations.

Insurance. 9.1 DESIGN PROFESSIONAL (a) At all times Tenant shall, at its sole expense, procure and maintain the following insurance coverage: (i) Tenant, at its expense, shall maintain such comprehensive commercial general liability insurance that it deems necessary in the following amounts and advisable to protect its interest with the coverages: $1,000,000 per occurrence and that of $2,000,000 in the State of Idahoaggregate. The State of Idaho will be named an additional insured on any Such commercial general liability insurance shall protect and indemnify Landlord and Tenant against any and all claims and liabilities for injury or damage to persons or property policies carried or for the loss of life or of property occurring in or about the Premises, and for injury or damage to persons or property or for the loss of life or of property occurring upon, in or about the Premises and caused by or resulting from any act or omission of Tenant, its employees, agents, contractors, customers, guests, licensees or invitees. Such insurance shall specifically insure the performance by Tenant of its indemnity obligations under Paragraph 12 above, shall be on an occurrence basis and shall contain a cross-liability endorsement. (ii) Employer's liability insurance and worker's compensation insurance, as required by this Agreement. The insurance afforded shall be primary applicable law; (iii) If Tenant sells or dispenses alcoholic beverages, standard liquor liability insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL.; and 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage (iv) An umbrella policy of not less than $500,000 each occurrence with respect 4,000,000. (b) The insurance required under this Paragraph 13 and all renewals thereof shall be effected under valid and enforceable policies and shall be issued by such good and responsible companies qualified to their owneddo and doing business in the State of California rated overall an "A" and XII, hired or better, in the most recent edition of Best's Insurance Reports. Each policy shall expressly provide that the policy shall not be canceled or altered in such manner as to adversely affect the coverage afforded thereby without thirty (30) days prior written notice to Landlord. All insurance carried by Tenant under this Lease shall expressly provide that it shall be primary and non-owned vehiclescontributing with any insurance that may be carried by Landlord. The commercial general liability and liquor liability insurance shall name the following parties as additional insureds (collectively, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS"ADDITIONAL INSUREDS"): (1) Landlord, (2) TKG Monte Vista, LLC, a California limited liability company, (3) Masson Land, a California general partnership, (4) Nut Tree, a California limited partnership, and (5) TKG Coffee Tree Two, LLC, a California limited liability company. 9.4 The DESIGN PROFESSIONAL (c) A certificate evidencing each policy of insurance required to be carried under this Paragraph 13, with evidence of payment, shall provide professional liability insurancebe delivered to Landlord for retention by Landlord at least ten (10) days prior to the Lease Commencement Date or the expiration date of any policy, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limitand a complete copy of each such insurance policy shall be delivered to such parties as soon as practicable thereafter. If liability Tenant fails to insure or shall fail to furnish to such parties any such policy or duplicate policy as required by this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ may from time to time effect such insurance for the benefit of Tenant for the Term, and any premium paid by Landlord shall be recoverable from Tenant as Additional Rent on demand by Landlord. (d) Tenant's obligation to procure and maintain the insurance required by this section is obtained through Lease may be satisfied by obtaining coverage under a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or selfso-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such called blanket policy or policies of insurance carried and maintained by Tenant provided that the coverage afforded Landlord will not be ineffective without first giving reduced or be diminished by reason of the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requesteduse of such blanket policy of insurance and provided further that the other applicable requirements of this Paragraph 13 are satisfied. 9.6 The DESIGN PROFESSIONAL shall indemnify(e) Each of Landlord and Tenant, defend on behalf of itself and save harmless on behalf of anyone claiming under or through it by way of subrogation or otherwise, waives all rights and causes of action against the State of Idahoother party, and the Division of Public Worksofficers, (name of agency)employees, their officersmembers, managers, trustees, beneficiaries, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees invitees of the DESIGN PROFESSIONAL other party, for any liability arising out of any loss or damage in or to the DESIGN PROFESSIONAL'S consultants Premises and/or any structures and improvements thereon, or to the other's property in or about the Premises caused by or arising out that result from any peril covered under the policies of insurance that Landlord or Tenant are required to maintain under this Lease; provided, however, that this waiver shall only apply to the extent of insurance proceeds actually received by the party giving the waiver. Subject to the foregoing, this release and waiver shall be complete and total even if such loss or damage may have been caused by the negligence of the negligent performanceother party, act its officers, employees, agents or omission by invitees. Each party covenants that from and after the DESIGN PROFESSIONAL date possession of any term the Premises is delivered to Tenant its insurance policies will contain waiver of this contractsubrogation endorsements. 9.7 All express representations, indemnifications or limitations (f) Landlord reserves the right to increase the limits and/or change the terms of liability made in or given coverage required to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL be carried by Landlord and/or Tenant under this Agreement Lease if such limits and/or terms of coverage are below or the termination different from those carried or required to be carried by prudent operators of this Agreement for any reasonother fairs located in ▇▇▇▇▇▇ County, California.

Insurance. 9.1 DESIGN PROFESSIONAL 7.1 The Principal shall procure that during the term of this Agreement the Promoter shall maintain such comprehensive general in force the following insurance policies with reputable insurance companies: 7.1.1 employer’s liability insurance that it deems necessary and advisable to protect its interest and that in respect of the State of Idaho. The State of Idaho will be named an additional insured on Promoter’s liability for any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by person in the State of Idaho shall be excess and not contributory to that provided by Promoter’s employment in the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage sum of not less than $500,000 each occurrence with £10,000,000 (ten million pounds) per incident or such other minimum level as may from time to time be required by law; and 7.1.2 public liability insurance which provides an indemnity of not less than £5,000,000 (five million pounds) for any one incident or series of incidents arising out of any one event in respect of liability for death of or injury to their ownedany person, hired and loss of or non-owned vehicles, assigned damage to or used property. 7.2 Where the Principal is involved in the performance running of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSDistribution or is present at the Site or Station or the Operating Company’s premises in connection with this Agreement, the Principal shall maintain in force the following insurance policies with reputable insurance companies: 7.2.1 employer’s liability insurance in respect of the Principal’s liability for any person in the Principal’s employment in the sum of not less than £10,000,000 (ten million pounds) per incident or such other minimum level as may from time to time be required by law; and 7.2.2 public liability insurance which provides an indemnity of not less than £5,000,000 (five million pounds) for any one incident or series of incidents arising out of any one event in respect of liability for death of or injury to any person, and loss of or damage to property. 9.4 7.3 The DESIGN PROFESSIONAL Principal shall provide professional procure that each sub-contractor or agent of the Principal or Promoter which goes onto Operating Company property in connection with the Distribution shall maintain the levels of insurance set out in sub-clauses 7.1.1, 7.1.2, 7.2.1 and 7.2.2 as if references to the Principal or Promoter therein were references to such sub-contractor or agent, provided however that where any such sub-contractor or agent has no employees, it shall not be required to maintain employer’s liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any 7.4 The Principal shall not, and shall procure that the Promoter, and each sub-contractor and agent of the Principal and the Promoter shall not, do anything to invalidate its insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in to prejudice any person’s entitlement under the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requestedsame. 9.6 7.5 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL Principal’s liabilities under this Agreement shall not be deemed to be released or limited by the termination Promoter, or sub-contractor or agent of the Promoter, taking out the insurance policies referred to in this Agreement for any reasonclause 7.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability Tenant or the Tenant Parties shall, throughout the Term and at their sole cost and expense, provide and keep in force, with responsible insurance that it deems necessary and advisable companies licensed to protect its interest and that of do business in the State of IdahoTexas, the following insurance: (a) property insurance on the Improvements and Personal Property on a cause of loss- special form (formerly known as “all risk” insurance) insuring against loss by fire and all of the risks and perils usually covered by a so called “all risk” of physical loss endorsement to a policy of fire insurance, including but, not limited to, boiler and machinery, vandalism and malicious mischief, in an amount equal to not less than 100% of the full replacement value thereof without co-insurance. The State of Idaho policy will be named include coverage against terrorism and shall contain an agreed value endorsement and a laws and ordinances endorsement. Such insurance will name Landlord as an additional insured or as loss payee, as its interests may appear. (b) Workers’ Compensation and Employers’ Liability Insurance coverage with limits consistent with statutory benefits outlined in the Texas Workers’ Compensation Act (Art. 401) (if applicable) and minimum employer liability policy limits of $1,000,000.00 bodily injury for each accident, $1,000,000 bodily injury by disease policy limit and $1,000,000.00 bodily injury by disease each employee. (c) All Risk Builders Risk on 100% Completed Value, covering damage to any general construction and improvements (including materials and equipment to be incorporated into the improvements, in transit, or stored on site or offsite) to be made by Tenant hereunder with 100% coinsurance protection. (d) Professional liability insurance providing errors and property policies carried omissions coverage for all professional duties or services provided by design consultants and required by this Agreementcontractors in connection with a Project (“Professional Services”) with limits of Two Million Dollars ($2,000,000) per occurrence and Two Million Dollars ($2,000,000) annual aggregate. The Such insurance afforded shall be primary insurancecover financial loss resulting from acts, errors and omissions committed or alleged to have been committed in rendering of or failing to render Professional Services. (e) Automobile Liability Insurance for all owned, non-owned, and any insurance carried by hired motor vehicles, that will be utilized with respect to the State Property in a minimum amount of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL$1,000,000.00, combined single limit. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance (f) Commercial General Liability policy with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit 1,000,000.00 per occurrence for bodily injury and/or property damage, products and property damage completed operations with a minimum annual aggregate of $2,000,000.00 and blanket contractual coverage, independent contractors’ coverage and explosion, collapse and underground (X, C & U) coverage, and umbrella coverage of not less than Five Million Dollars ($500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS5,000,000). 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability insurance 20.1 Licensee represents that it deems necessary has obtained, and advisable agrees to protect maintain, at its interest own expense, in full force and that of effect at all times during which the Licensed Products are being manufactured, sold, and distributed, insurance against those risks customarily covered under comprehensive liability policies including, without limitation, insurance for bodily injury, advertising injury, property damage, and product liability from a recognized insurance company approved by Licensor, which approval shall not be unreasonably withheld, and which is qualified to do business in the State of IdahoCalifornia, providing protection at least in the amount of $2,000,000 per occurrence and $2,000,000 in the aggregate in the first contract year, and at least in the amount of $5,000,000 per occurrence and $5,000,000 in the aggregate in each subsequent contract year, against any actions, claims, demands, lawsuits, loss, costs, attorneys’ fees, damages, judgments, and liabilities of any nature whatsoever relating to the Licensed Products. The State As proof of Idaho will be named an such insurance, within 30 days of the Effective Date, Licensee shall provide certificates of insurance to Licensor, certifying that the entities set forth under Exhibit G have been added as additional insured on any general liability and property to each of the policies carried and required by this Agreement. The set forth above, a fully paid certificate of insurance afforded naming Licensor an insured party shall be primary insurancesubmitted to Licensor for Licensor’s prior written approval before any Licensed Product is manufactured, and any insurance carried by the State sold, or distributed. Any proposed change in certificates of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in submitted to Licensor for its prior written approval. Licensor shall be entitled to a copy of the form of a prevailing certificate of insurance insurance, which shall be furnished to Licensor by Licensee. The certificate(s) shall conform to the language requirements set out in Exhibit G attached hereto. All such approvals or statement disapprovals shall be delivered to Licensee within five business days following request by Licensee and if not so delivered shall be deemed approved. 20.2 For purposes of financial responsibility this Section 20, the term “Licensor” shall mean Licensor, including without limitation, its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and shall include a provision that cancellationall persons acting by, refusal to renew the policythrough, under, or change in any material way the nature concert with them, past or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certifiedpresent, specifically including Ms. Ireland, k▇▇▇▇ ▇▇▇▇▇▇▇ Worldwide, Sterling/W▇▇▇▇▇▇ Company, or registered mail, return receipt requestedits executives and employees. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL During the term of this Agreement, Carrier shall maintain such comprehensive general liability provide the following insurance that it deems necessary at its sole cost and advisable expense in the stated minimum amounts: Comprehensive General Liability (Combined Bodily Injury & Property Damage Liability) $ 10,000,000 per occurrence $ 10,000,000 aggregate $ 10,000,000 aggregate Workers' Compensation Statutory Employer's Liability $ 1,000,000 each accident Protection & Indemnity $ 10,000,000 per occurrence Marine Seepage & Pollution $ 10,000,000 per vessel for OPA & CERCLA Hull & Machinery Per Vessel's Agreed Market Value and if applicable: Truck Liability (Combined Bodily Injury & Property Damage Liability) $ 10,000,000 per occurrence $ 10,000,000 aggregate 9.2 Shipper shall be named as an additional assured and subrogation shall be waived as to protect its interest Shipper on the following policies of Carrier: (i) Comprehensive General Liability and that (ii) Truck Liability. Any of the State of Idaho. The State of Idaho will be named foregoing policies which are on a "claims made" basis shall continue to name Shipper as an additional insured on any general liability and property policies carried and required assured for ten (10) years following completion of the last transportation services provided by Carrier under this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in During the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception term of this Agreement. The DESIGN PROFESSIONAL must maintain such liability , Shipper shall provide the following insurance for two (2) years from at its sole cost and expense in the date services are last provided stated minimum amounts, covering its obligations under this Agreement, including its obligation to indemnify Carrier. The DESIGN PROFESSIONAL All such insurance shall be responsible claused as primary to pay all premiumsany insurance provided by Carrier, deductibles and all costs shall be in a form and with such underwriters as are acceptable to Carrier: Comprehensive General Liability (Combined Bodily Injury & Property Damage Liability, including sudden & accidental seepage & pollution coverage and broad form contractual liability endorsement if not covered by such insurance.Contractor's Pollution) $ 10,000,000 per occurrence $ 10,000,000 aggregate Workers' Compensation Statutory Employer's Liability $ 1,000,000 each accident $ 1,000,000 each employee Contractor's Pollution (includes coverage for pollution conditions, sudden and nonsudden) $ 10,000,000 per occurrence $ 10,000,000 aggregate and if applicable: Truck Liability (Combined Bodily Injury & Property Damage Liability, including pollution liability) $ 10,000,000 per occurrence $ 10,000,000 aggregate 9.5 Any insurance provided under this article 9.4 Carrier shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance named as an additional assured and subrogation shall be in waived as to Carrier on the form following policies of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty Shipper: (30i) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public WorksComprehensive General Liability, (name of agency)ii) Truck Liability, their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.and

Insurance. 9.1 DESIGN PROFESSIONAL shall (a) Throughout the term of this agreement, the City agrees to obtain and maintain such comprehensive at its own expense general liability insurance that it deems necessary and advisable to protect its interest and that for legal liability arising out of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurancebodily injury, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and including death, or property damage covering its ownership, maintenance and activities on the Centre in an amount of not less than five million ($500,000 each occurrence 5,000,000.00) dollars subject to a deductible usual to a corporation of its size. (b) Throughout the term of this agreement, the Licensee shall obtain and maintain the coverage shown below and shall provide that the following insurance will not be cancelled or permitted to lapse unless the insurer notifies the City in writing at least thirty (30) days prior to the date of cancellation or expiry: (i) Third party general liability insurance covering all claims for negligence, nuisance, property damage and bodily injury, including death, arising out of the use of the Centre by the Licensee. Such policy shall include the City as an additional insured with respect to their ownedthis Agreement and be in an amount not less than five million ($5,000,000.00) dollars including personal injury liability, hired or broad form property damage liability, contractual liability, owners’ and contractors’ protective liability, non-owned vehiclesautomobile liability, assigned to or used in contingent employer’s liability, and shall contain a severability of interests clause and cross-liability clauses. (ii) Standard all-risk property insurance covering the performance property of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insuranceLicensee, unless waived in writing by the OWNERincluding leasehold improvements, in an amount no not less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through the full replacement cost value with a “claims made” policy, this coverage or its replacement shall have a retroactive date deductible of no later more than $2,500.00; such policy shall include a waiver of subrogation in favour of the inception of City; (c) The Licensee shall not do, omit to do, or permit to be done or omitted to be done on or at the Centre anything that may increase premiums or void coverage under the property insurance policies carried by the City on the Premises described in this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insuranceagreement. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. (d) Evidence of such insurance coverage or self-shall be delivered to the City promptly at inception of this agreement and thereafter prior to the insurance renewal date. (e) Failure to satisfactorily meet these conditions relating to insurance shall be in deemed a breach of this agreement. (f) The City reserves the form of a certificate right to request such higher limits of insurance or statement other types of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given appropriate to this Agreement will survive agreement as the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reasonCity may reasonably require from time to time.

Insurance. 9.1 DESIGN PROFESSIONAL Service Provider, at its own cost and expense, shall obtain and maintain such comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that in force during the term of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The , the following insurance afforded shall be primary insurance, and any coverage: (a) Commercial General Liability insurance carried by the State of Idaho shall be excess and all on an occurrence basis in an amount not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum less than $1,000,000 per occurrence limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit per project/jobsite for bodily injury and property damage of not less than damage; $500,000 each occurrence 1,000,000 personal and advertising injury; $2,000,000 General Aggregate; $2,000,000 products/completed operations aggregate; and $100,000 Fire Damage Legal. Coverage is to include full contractual liability coverage. If the services involve any work with respect to their ownedminors, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL coverage shall provide professional liability insurance, unless waived in writing by the OWNER, also include Sexual Abuse and Molestation in an amount no less than $1,000,000 per occurrence. If the Sexual Abuse and Molestation coverage is not included in the Commercial General Liability policy and is a separate policy, it must also be covered under the excess/umbrella liability policy. (b) Worker's Compensation insurance in amounts required by law for all employees, and Employer's Liability insurance with minimum limits as follows: Bodily Injury by Accident $500,000 Each Accident, Bodily Injury by Disease $500,000 Policy Limit, Bodily Injury by Disease $500,000 Each Employee. (c) Business Automobile Liability insurance for bodily injury (including death) and property damage with a minimum combined single limit. If liability insurance required by limit of $1,000,000 per occurrence including coverage for owned, non-owned and hired vehicles. (d) Professional Liability Insurance including errors and omissions in an amount not less than $2,000,000 per claim covering the Services under this section is obtained through Agreement and shall be maintained for a “claims made” policy, this coverage or its replacement shall have a retroactive date minimum of no later than the inception two years following completion of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided all Services under this Agreement. (e) Excess (Umbrella) Liability insurance all on an occurrence basis with an occurrence/aggregate minimum limit of $5,000,000 all to be following form over underlying Commercial General Liability, Business Automobile, and Employers Liability insurance policies. (f) If Service Provider has access to Confidential and/or Sensitive Information as described in this Agreement: Cyber/Network Security & Privacy Liability coverage with a minimum of $5,000,000 per incident/claim/$5,000,000 aggregate covering described services contained within the Agreement to include, but not be limited to, data breach, security and privacy violations, first party damage, third party liability, regulatory fines and penalties, crisis management costs which include customer notification expenses and credit monitoring. The DESIGN PROFESSIONAL Coverage shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form maintained for a minimum of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the two years following completion of all services of DESIGN PROFESSIONAL under this Agreement. (g) Service Provider is responsible for insuring its/his/her own property and equipment and waives subrogation against Drexel for any loss, theft or damage. The insurance requirements identified above shall not be construed to modify, limit or reduce the indemnifications requirements set forth herein. All such coverage shall be in a form and with insurers acceptable to Drexel and licensed to conduct business in the Commonwealth of Pennsylvania with an A.M. Best Carrier rating of A VIII or better. Additional coverage may be required from time to time based on the scope of services provided by Service Provider. Drexel reserves the right to change its insurance requirements at any time. If Service Provider subcontracts with any third party to perform or provide any of the Services, Service Provider shall require that each such subcontractor maintains insurance equivalent in all respects to that described in this Section. Each policy of insurance listed above must be evidenced by a certificate of insurance. Drexel, its subsidiaries and affiliates, trustees, officers, faculty, students, employees and/ or agents must also be named as an additional insured for each line of insurance, on a primary and non-contributory basis, except for (b), (d), (f) and (g). In addition, Service Provider must attach a copy of Additional Insured endorsement CG 2010 and Additional Insured Completed Operations endorsement CG2037 (or their equivalent) to the certificate. Coverage shall include any and all costs and expenses incurred in connection with the investigation, adjustment or defense of claims. Certificate must also evidence waiver of subrogation on all insurance policies. The required certificates of insurance shall be delivered as soon as possible, but no later than five (5) days before the Term of the Agreement commences to: Drexel University, Office of Risk Management, The Left Bank, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. It shall be renewed at least ten (10) days before the expiration of any certificate previously furnished. Service Provider shall provide at least twenty (20) days prior written notice of cancellation or non-renewal. Neither the termination issuance of any insurance policy required under this Agreement, nor the minimum limits specified herein with respect to Service Provider’s insurance coverage, shall be deemed to limit or restrict in any way Service Provider’s liability arising under or out of this Agreement for any reasonAgreement.

Insurance. 9.1 DESIGN PROFESSIONAL a PES shall procure and maintain such comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance reputable insurers with a combined single limit for bodily injury and property damage AM Best Company’s rating of not less than “A VII” policies of insurance written on an occurrence basis or on claims made basis (in which event insurance shall be maintained during the term of this Agreement and for a period of two years following expiration or earlier termination of this Agreement), or self-insurance acceptable to R&M, with limits not less than those indicated for the respective items as follows: i) Statutory Workers’ Compensation and Occupational Disease Insurance, including Employer’s Liability Insurance and, if applicable, coverage under the Longshoremen and Harbor Workers’ Compensation Act, the ▇▇▇▇▇ Act or other Maritime Employer’s Liability, complying with laws of each jurisdiction. Employer’s Liability Insurance (and Maritime Employer’s Liability, if applicable) shall be provided with a limit not less than: $500,000 2,000,000 each occurrence; ii) Commercial Liability Insurance with limits not less than: $10,000,000 Bodily Injury, Personal Injury & Property Damage combined each occurrence and aggregate; iii) Commercial Automobile Liability Insurance, including Contractual Liability, covering all motor vehicles licensed for highway use with limits not less than: $5,000,000 Bodily Injury, Personal Injury & Property Damage combined each occurrence and aggregate. PES shall provide certificates of insurance acceptable to R&M. All insurance shall (i) provide that coverage shall not be suspended, voided, canceled, non-renewed, reduced in scope or limits except after thirty (30) days’ prior written notice has been given to R&M; and (ii) apply separately to each insured and additional insured against whom a claim is made or suit is brought, except with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance limits of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 insurer’s liability and provide a waiver of subrogation in waiver of R&M. The DESIGN PROFESSIONAL Commercial General Liability and Automobile Liability policies shall be endorsed to add, or shall have an existing blanket endorsement so as to add, R&M as an additional insured; provided, however, that R&M shall be named as an additional insured only with respect to any claims arising out of or related to this Agreement and/or PES’s obligations hereunder; and shall provide professional that the coverage afforded to R&M as an additional insured will be primary to any other coverage available to it, and that no act or omission of R&M shall invalidate the coverage. Any deductible or retention of insurable risks shall be for PES’s account. The insurance requirement set forth herein shall not in any way limit PES’s liability insurancearising out of this Agreement, unless waived in writing by or otherwise, and shall survive the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception termination/cancellation of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from ** Certain information in this document has been omitted and filed separately with the date services are last provided under this AgreementSecurities and Exchange Commission. The DESIGN PROFESSIONAL shall be responsible Confidential treatment has been requested with respect to pay all premiums, deductibles and all costs not covered by such insurancethe omitted portions. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL 14.01 Tenant shall maintain the following insurance (“Tenant’s Insurance”): (a) “All-Risk” Property Insurance, for damage or other loss caused by fire or other casualty or cause including, but not limited to, vandalism and malicious mischief, and theft, and covering all of Tenant’s Property, in an amount not less than one hundred percent (100%) of the replacement cost of such comprehensive property; (b) Commercial General Liability Insurance applying to the use and occupancy of the Premises and the business operated by Tenant. Such insurance shall have a minimum combined single limit of liability of at least Three Million Dollars ($3,000,000) per occurrence and a general aggregate limit (combined primary and excess) of at least Five Million Dollars ($5,000,000). All such policies shall be written to apply to bodily injury, property damage, personal injury losses and shall be endorsed to include Landlord and its agents (including, without limitation, any property manager), beneficiaries, partners, members, employees, and any Lender as additional insureds. Such liability insurance that it deems necessary and advisable shall be written as primary policies, not excess or contributing with or secondary to protect its interest and that any other insurance as may be available to the additional insureds; (c) Worker’s Compensation Insurance in accordance with the laws of the State of Idaho. The State California, and Employer’s Liability insurance in accordance with the greater of Idaho will be named an additional insured on any general liability and property policies carried and limits required by this Agreement. The insurance afforded shall be primary insurancelaw or One Million Dollars ($1,000,000); Bodily Injury Each Accident One Million Dollars ($1,000,000); Bodily Injury By Disease – Each Person One Million Dollars ($1,000,000); and One Million Dollars ($1,000,000) Bodily Injury By Disease – Policy Limit; and (d) Automobile Liability Insurance covering all owned vehicles, hired vehicles, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or other non-owned vehicles, assigned . All insurance required to or used be maintained by Tenant shall be issued by insurance companies authorized to do business in the performance State of California and rated not less than A-VIII in Best’s Insurance Guide. A certificate of insurance evidencing the insurance required under this Section 14 shall be delivered to Landlord not less than on or prior to the Commencement Date. Such policies shall contain only deductibles in amounts which are customary and acceptable to Landlord. No such policy shall be subject to cancellation without thirty (30) days’ prior written notice to Landlord and to any Lender designated by Landlord to Tenant; provided, however, that if Tenant’s insurer does not issue such endorsements, than Tenant shall provide Landlord written notice of any such cancellation or reduction in coverage within five (5) Business Days of Tenant’s receipt of notice of the Worksame). **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL Tenant shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no furnish to Landlord a replacement certificate with respect to any insurance not less than $1,000,000 combined single limitthirty (30) days prior to the expiration of the current policy. If liability Tenant shall have the right to provide the insurance required by this section is obtained through a “claims made” policySection 14 pursuant to blanket policies, but only if such blanket policies expressly provide coverage to the Premises and Landlord as required by this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insuranceLease. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL 1. VENDOR, at its own expense, shall obtain and maintain such comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that at all times during the term of this Agreement the State following policy of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a the minimum limit of $100,000.limits indicated below, unless otherwise approved in writing by COMMISSION’s Executive Director or designee: 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance a) Commercial General Liability coverage (written on ISO policy form CG 00 01 or its equivalent) with a combined single limit for bodily injury and property damage minimum limits of not less than the following: (1) General Aggregate: Two million dollars ($500,000 each occurrence 2,000,000). (2) Personal and Advertising Injury: One million dollars ($1,000,000). (3) Products/Completed Operations Aggregate: One million dollars ($1,000,000). (4) Each Occurrence: One million dollars ($1,000,000). 2. The Commercial General Liability policy required under this Section VI shall be issued by insurers authorized to do business in the State of California, with a minimum A.M. Best’s Insurance rating of A:VII, unless otherwise approved in writing by COMMISSION’s Executive Director. 3. The Commercial General Liability policy is to contain or be endorsed to contain the “Los Angeles County Children and Families First – Proposition 10 Commission”, or if abbreviated, “LA Cty Prop 10 Commn.”, its officers, agents, consultants and employees as additional insureds with respect to their ownedliability and defense of claims arising out of the work or operations performed by or on behalf of VENDOR. 4. The Commercial General Liability policy shall be or endorsed to be primary and non-contributing as respects the “Los Angeles County Children and Families First – Proposition 10 Commission”, hired or if abbreviated, “LA Cty Prop 10 Commn.”, its officers, agents, consultants and employees. All insurance coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusion on any policy of insurance. 5. No policies of insurance provided to comply with this Section VI shall prohibit VENDOR, or VENDOR’s employees or agents, from waiving the right of subrogation prior to a loss. VENDOR waives any right of subrogation that VENDOR or VENDOR’s insurer may acquire against COMMISSION. VENDOR shall obtain any endorsement that may be necessary to effect this waiver of subrogation. VENDOR’s failure to provide COMMISSION with a waiver of subrogation endorsement from VENDOR’s insurer shall not relieve VENDOR of its obligations under this Paragraph 5. 6. The policy of insurance required under this Section VI shall be endorsed to state that should the policy be suspended, voided, modified, terminated, or non-owned vehicles, assigned to or used in renewed during the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception term of this Agreement, the insurer will endeavor to provide thirty (30) days’ prior written notice to COMMISSION. The DESIGN PROFESSIONAL must maintain such liability If the policy of insurance for required under this Section VI is suspended, voided, modified, terminated or non-renewed during the term of this Agreement, VENDOR shall, within two (2) years business days of notice from the date services insurer(s), notify COMMISSION by phone, fax or certified mail, return receipt requested of the suspension, voiding, modification, termination or non-renewal of the policy. 7. The requirements of specific coverage features or limits contained in this Section VI are last not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance policy. Specific reference to a given coverage feature is for purpose of clarification only and is not intended by any party to be all inclusive, or to the exclusion of any other coverage, or a waiver of any type. 8. The requirements of this Section VI shall supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs this Section VI. 9. All insurance coverage and limits provided by VENDOR and available and applicable to this Agreement shall apply to the fullest extent of the policies. Nothing in this Agreement shall be interpreted as limiting the application of insurance coverage as required under this Section VI. 10. VENDOR shall deliver certificates or other evidence of insurance coverage and copy(ies) of additional insured endorsement(s) and/or loss payee endorsement(s), as applicable, to COMMISSION at the address set forth in Paragraph I of this Section VI prior to VENDOR’s performance under this Agreement. The DESIGN PROFESSIONAL shall be responsible Any actual or allege failure on the part of COMMISSION or any other additional insured under these requirements to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate obtain evidence of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL required under this Agreement in no way waives any right or remedy of COMMISSION or any additional insured in this or any other regard. 11. VENDOR shall require all subcontractors performing services under this Agreement to comply with all insurance requirements set forth in this Section VI. VENDOR shall obtain certificates or other evidence of insurance coverage and copy(ies) of additional insured endorsement(s) and/or loss payee endorsement(s), as applicable, from all subcontractors and assumes all responsibility for ensuring that coverage is provided by subcontractors in conformity with the termination requirements of this Section VI. 12. VENDOR’s failure to maintain the policies of insurance required under this Section VI shall constitute a breach of this Agreement for which COMMISSION may terminate this Agreement pursuant to Paragraph D of this Section VI or secure alternate insurance at VENDOR’s expense. 13. COMMISSION reserves the right at any reasontime during the term of this Agreement to change the amounts and types of insurance required by giving VENDOR sixty (60) calendar days’ advance written notice of such change. If such change results in substantial additional cost to VENDOR, COMMISSION and VENDOR may renegotiate VENDOR’s compensation.

Insurance. 9.1 DESIGN PROFESSIONAL (Revised 2006 per State Controller Requirements) (a) The Lessee shall maintain such comprehensive general liability obtain and maintain, at all times during the duration of this Lease, insurance that it deems necessary in the kinds and advisable amounts detailed below. The Lessee shall require any Contractor working for them on the Premises to protect its interest and that obtain like coverage. The following insurance requirements must be in effect during the entire term of the Lease. Lessee shall, at it sole cost and expense, obtain insurance on its inventory, equipment and all other personal property located on the Premises against loss resulting from fire, theft or other casualty. (b) Workers’ Compensation Insurance as required by State statute, and Employer’s Liability Insurance covering all employees acting within the course and scope of Idahotheir employment and work on the activities authorized by this Lease in Paragraph 4. (c) Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or equivalent, covering Premises operations, fire damage, independent Consultants, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: 1. $1,000,000 each occurrence; 2. $2,000,000 general aggregate; 3. $50,000 any one fire. If any aggregate limit is reduced below, $1,000,000 because of claims made or paid, the Lessee, or as applicable, its Contractor, shall immediately obtain additional insurance to restore the full aggregate limit and furnish to CDOT a certificate or other document satisfactory to CDOT showing compliance with this provision. (d) If any operations are anticipated that might in any way result in the creation of a pollution exposure, Lessee shall also provide Pollution Legal Liability Insurance with minimum limits of liability of $1,000,000 Each Claim and $1,000,000 Annual Aggregate. CDOT shall be named as an Additional Insured to the Pollution Legal Liability policy. The State Policy shall be written on a Claims Made form, with an extended reporting period of Idaho at least two-years following finalization of the Lease. (e) Umbrella or Excess Liability Insurance with minimum limits of $1,000,000. This policy shall become primary (drop down) in the event the primary Liability Policy limits are impaired or exhausted. The Policy shall be written on an Occurrence form and shall be following form of the primary. The following form Excess Liability shall include CDOT as an Additional Insured. (f) CDOT shall be named as Additional Insured on the Commercial General Liability Insurance policy. Coverage required by the Lease will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and over any insurance or self-insurance program carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONALColorado. 9.2 DESIGN PROFESSIONAL (g) The Insurance shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired include provisions preventing cancellation or non-owned vehiclesrenewal without at least 30 days prior notice to CDOT by certified mail to the address contained in this document. (h) The insurance policies related to the Lease shall include clauses stating that each carrier will waive all rights of recovery, assigned under subrogation or otherwise, against CDOT, its agencies, institutions, organizations, officers, agents, employees and volunteers. (i) All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies satisfactory to CDOT. (j) In order for this lease to be executed, the Lessee, or used as applicable, their Contractor, shall provide certificates showing insurance coverage required by this Lease to CDOT prior to the execution of this lease. No later than 30 days prior to the expiration date of any such coverage, the Lessee or Contractor shall deliver to the Notice Address of CDOT certificates of insurance evidencing renewals thereof. At any time during the term of this Lease, CDOT may request in writing, and the performance Lessee or Contractor shall thereupon within 10 days supply to CDOT, evidence satisfactory to CDOT of compliance with the provisions of this section. Insurance coverage must be in effect or this lease is in default. (k) Notwithstanding subsection (a.) of this section, if the Lessee is a “public entity” within the meaning of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSColorado Governmental Immunity Act CRS ▇▇-▇▇-▇▇▇, et seq. 9.4 The DESIGN PROFESSIONAL , as amended (“Act’), the Lessee shall provide professional at all times during the term of this Lease maintain only such liability insurance, unless waived in writing by commercial policy or self-insurance, as is necessary to meet its liabilities under the OWNERAct. Upon request by CDOT, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement the Lessee shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence show proof of such insurance coverage or self-insurance satisfactory to CDOT. Public entity Lessees are not required to name CDOT as an Additional Insured. (l) If the Lessee engages a Contractor to act independently from the Lessee on the Premises, that Contractor shall be in the form of a certificate of insurance required to provide an endorsement naming CDOT as an Additional Insured on their Commercial General Liability, and Umbrella or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requestedExcess Liability policies. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL The Mortgagor shall keep the Property, other than the Rents, continuously insured, in an amount not less than the cost to replace such Property or an amount not less than eighty percent (80%) of the full insurable value of such Property, whichever is greater, against loss or damage by fire, with extended coverage and against other hazards as is typical for similar businesses. With respect to any property under construction or reconstruction, the Mortgagor shall maintain such comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that of the State of Idahobuilder’s risk insurance. The State of Idaho will be named an additional insured on any Mortgagor shall also maintain commercial general public liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage in an amount of not less than One Million Dollars ($500,000 each 1,000,000) per occurrence with respect to their ownedand Two Million Dollars ($2,000,000) general aggregate per location, hired or non-owned vehicleswhich includes contractual liability insurance for the Mortgagor’s obligations under the Leases, assigned to or used and worker’s compensation insurance. All property and builder’s risk insurance shall include protection for continuation of such income for a period of twelve (12) months, in the performance event of any damage caused by the perils referred to above. All policies, including policies for any amounts carried in excess of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL required minimum and policies not specifically required by the Mortgagee, shall provide professional be with an insurance company or companies reasonably satisfactory to the Mortgagee, shall be in form reasonably satisfactory to the Mortgagee, shall meet all coinsurance requirements of the Mortgagee, shall be maintained in full force and effect, shall be endorsed with a standard mortgagee/loss payee clause in favor of the Mortgagee in the case of the liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State provide for at least thirty (30) calendar days written notice by certifiedof cancellation, termination or registered mailnon-renewal to the Mortgagee. Such insurance shall also name the Mortgagee, return receipt requested. 9.6 The DESIGN PROFESSIONAL as Agent, as an additional insured under the commercial general public liability policy and the Mortgagor shall indemnify, defend and save harmless also deliver to the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees Mortgagee a copy of the DESIGN PROFESSIONAL replacement cost coverage endorsement. If the Property, other than the Rents, is located in an area which has been identified by any governmental agency, authority or body as a flood hazard area or the DESIGN PROFESSIONAL'S consultants caused by or arising out like, then the Mortgagor shall maintain a flood insurance policy covering such Property in an amount not less than the original principal amount of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement Total Commitment or the termination maximum limit of this Agreement for any reasoncoverage available under the federal program, whichever amount is less, as such other amount as shall be agreed by Mortgagee and Mortgagor.

Insurance. 9.1 DESIGN PROFESSIONAL (a) At all times during the Term of this Agreement and for a period of two (2) years after termination of this Agreement for any coverage maintained on a “claims-made” or “occurrence” basis, TRMC shall maintain at its expense the below listed insurance in the amounts specified below which are minimum requirements. Such insurance shall provide coverage to TLO and such comprehensive general liability insurance policies, other than Worker’s Compensation Insurance, shall include TLO as an Additional Insured. Each policy shall provide that it deems necessary is primary to and advisable to protect its interest not contributory with any other insurance, including any self-insured retention, maintained by TLO (which shall be excess) and that of each policy shall provide the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and full coverage required by this Agreement. The All such insurance afforded shall be primary insurancewritten with carriers and underwriters acceptable to TLO, and any insurance carried by eligible to do business in the State of Idaho shall be excess Utah and having and maintaining an A.M. Best financial strength rating of no less than “A-” and financial size rating no less than “VII”; provided that TRMC may procure worker’s compensation insurance from the State of Utah. All limits listed below are required MINIMUM LIMITS: (i) Workers Compensation and Occupational Disease Insurance which fully complies with Applicable Law of the State of Utah, in limits not contributory to that provided by the DESIGN PROFESSIONAL.less than statutory requirements; 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation (ii) Employers Liability Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000.1,000,000 for each accident, covering injury or death to any employee which may be outside the scope of the worker’s compensation statute of the jurisdiction in which the worker’s service is performed, and in the aggregate as respects occupational disease; 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance (iii) Commercial General Liability Insurance, with a minimum limits of $1,000,000 combined single limit per occurrence for bodily injury and property damage liability, or such higher limits as may be required by TLO or by Applicable Law from time to time. This policy shall include Broad Form Contractual Liability insurance coverage which shall specifically apply to the obligations assumed in this Agreement by TRMC; (iv) Automobile Liability Insurance covering all owned, non-owned and hired vehicles, with minimum limits of $1,000,000 combined single limit per occurrence for bodily injury and property damage liability, or such higher limit(s) as may be required by TRMC or by Applicable Law from time to time. Limits of liability for this insurance must be not less than $500,000 each occurrence 1,000,000 per occurrence; (v) Excess (Umbrella) Liability Insurance with respect limits not less than $4,000,000 per occurrence. Additional excess limits may be utilized to their owned, hired or non-owned vehicles, assigned to or used supplement inadequate limits in the performance primary policies required in items (ii), (iii), and (iv) above; (vi) Pollution Legal Liability with limits not less than $25,000,000 per loss with an annual aggregate of $25,000,000. Coverage shall apply to bodily injury and property damage including loss of use of damaged property and property that has not been physically injured; clean up costs, defense, including costs and expenses incurred in the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS.investigation, defense or settlement of claim; and 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance(vii) Property Insurance, unless waived in writing by the OWNER, in an amount with a limit of no less than $1,000,000 combined single limit. If 1,000,000, which property insurance shall be first-party property insurance to adequately cover TRMC’s owned property; including personal property of others. (b) All such policies must be endorsed with a Waiver of Subrogation endorsement, effectively waiving rights of recovery under subrogation or otherwise, against TLO, and shall contain where applicable, a severability of interest clause and a standard cross liability insurance required clause. (c) Upon execution of this Agreement and prior to the operation of any equipment by TRMC, TRMC will furnish to TLO, and at least annually thereafter (or at any other times upon request by TLO) during the Term of this section is obtained through Agreement (and for any coverage maintained on a “claims claims-made” policybasis, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from after the date services are last provided under termination of this Agreement), insurance certificates and/or certified copies of the original policies to evidence the insurance required herein. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article Such certificates shall be in the form of policies or contracts the “Accord” Certificate of Insurance, and reflect that they are for insurance with insurers the benefit of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility TLO and shall include a provision provide that cancellation, refusal to renew the policy, or there will be no material change in any material way the nature or extent cancellation of the coverage provided by such policy or policies will be ineffective without first giving the State unless TLO is given at least thirty (30) calendar days prior written notice by certified, or registered mail, return receipt requestednotice. Certificates providing evidence of renewal of coverage shall be furnished to TLO prior to policy expiration. 9.6 The DESIGN PROFESSIONAL (d) TRMC shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement be solely responsible for any reasondeductibles or self-insured retention.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability Seller agrees to obtain and maintain, at its own expense,: (a) Workers’ Compensation/ Employer’s Liability insurance that it deems necessary and advisable to protect covering its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general employees in accordance with applicable legislation; (b) Commercial General Liability insurance including contractual liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage for at least $2,000,000 on a per occurrence basis covering claims arising out of not less than or in connection with Seller’s operations or the actions of its employees and independent contractors; (c) Automobile Liability insurance for bodily injury and property damage in the amount of at least $500,000 each occurrence with respect 1,000,000 if automobiles are to their owned, hired or non-owned vehicles, assigned to or be used in the performance of this Agreement; and (d) Professional Liability insurance in the Workamount of $5,000,000 covering errors and omissions of Seller and breach of contract by Seller. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 Said policy shall also cover liability arising from doing business on the web including coverage for corruption, loss or theft of data. The DESIGN PROFESSIONAL required insurance coverage shall be placed with an insurance company or companies reasonably acceptable to Buyer and have a rating equivalent to a current A. M. Best Buyer guide of A- or better. Buyer shall be named as an additional insured party under each such insurance policy (with the exception of Workers’ Compensation), any “other insurance clause” shall be deleted from each such policy, and the insurance under each such policy shall be primary. If Seller’s operations under the performance of this Agreement will be performed on or about a vessel, any marine exclusions or territorial limits shall be removed by endorsement from each such insurance policy. The policies will include an endorsement waiving the insurer’s right of recovery and subrogation against ▇▇▇▇▇. Seller’s insurance policies shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days days’ prior written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless to Buyer from the State of Idaho, insurer in the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL event of any term modification, cancellation or termination. Seller shall furnish Buyer a certificate of insurance, evidencing the coverage described herein, within ten (10) days after execution of this contractAgreement. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL Borrower shall maintain at all times until the Indebtedness shall be paid in full, keep the Portfolio Properties insured against loss or damage for its full replacement cost (which cost shall be reset once a year at Lender’s option) under policies of All Risk Replacement Cost Insurance with Agreed Amount Endorsement (including nuclear explosion, if available), and otherwise upon the following terms and conditions: (a) Borrower shall further provide the following insurance in such amounts as shall be reasonably approved by Lender: flood insurance (if any Site is situated in an area which is considered a flood risk area by the federal government or any agency thereof); boiler and machinery insurance; earthquake and windstorm insurance; rent loss insurance in an amount sufficient to cover the total of all Rents (as defined in the Portfolio Mortgages) accruing from the Portfolio Properties for a one (1) year period; worker’s compensation as required by law; comprehensive general liability insurance that it deems necessary in a minimum amount of $1,000,000, and advisable excess or umbrella liability of at least $10,000,000, a Demolition and Increased Cost of Construction endorsement; and such other appropriate insurance as Lender may reasonably require from time to protect time. (b) Such insurance shall contain no exclusion for acts of terrorism and shall include coverages, limits, deductibles and amounts relating to acts of terrorism acceptable to Lender in its interest sole discretion, including without limitation, (i) coverage for acts of domestic and that international terrorism, (ii) coverage whether or not a specific act is certified under the Terrorism Risk Insurance Act of 2002 as an act of terrorism by the U.S. Secretary of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insuranceTreasury, and (iii) coverage amounts, deductibles and limits/sublimits acceptable to Lender in its sole discretion; provided, however, that notwithstanding anything to the contrary herein, in no case shall Borrower be required to provide terrorism coverage with respect to any insurance carried by Site unless such coverage is generally available on commercially reasonable terms and unless the State incremental premium for such coverage would not exceed 150% of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONALcost thereof as of the Initial Advance. 9.2 DESIGN PROFESSIONAL (c) During any period of construction or restoration, Borrower shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering provide a policy or policies of builder’s “all employees and employers' liability risk” insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of in an amount not less than $500,000 the full insurable value of the Site(s). (d) The insurance policies must include a waiver of subrogation in favor of Lender. (e) Within 90 days after the issuance or renewal of any insurance policies required to be provided hereunder, Borrower will deliver to Lender certified copies of each occurrence such policy. Each policy of insurance provided by Borrower shall (i) be issued by a company or companies approved by Lender and rated not less than A-/X in accordance with respect the latest “Best Insurance Guide,” (ii) name Lender as an additional insured, and as Mortgagee/Loss Payee under any mortgagee clauses, (iii) provide that all proceeds shall be payable to their ownedLender, hired (iv) provide that it may not be cancelled or non-owned vehiclesmodified except upon thirty (30) days prior written notice to Lender (if an ACCORD 25 form is given as evidence of liability coverage, assigned the words “endeavor to” and “but failure to mail such notice shall impose no obligation or used liability of any kind upon the company, its agents or representatives” must be stricken from the clause on the certificate(s)), (v) provide that no act or thing done by Borrower shall invalidate the policy as against Lender, (vi) be endorsed with standard noncontributory mortgagee clauses in favor of and in form acceptable to Lender, (vii) indicate the exact location of the Portfolio Properties, (viii) name Borrower as the named insured exactly as Borrower is named in the performance Loan Documents, and (ix) otherwise be in such form as shall be reasonably acceptable to Lender, so that at all times until the payment in full of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insuranceIndebtedness, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement Lender shall have a retroactive date and hold the said policy and policies as further collateral for the payment of no later than all Indebtedness. Throughout the inception term of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from Loan, Borrower will provide reasonable evidence indicating the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence anticipated renewal of such insurance coverage to Lender at least thirty (30) days prior to the expiration of any policy or self-insurance policies of insurance. Notwithstanding the foregoing, Borrower shall be permitted to maintain the policies with insurance companies that do not meet the above rating requirement (an “Otherwise Rated Insurer”), but in no event with a rating of less than A, provided Borrower obtains a so-called “cut-through” endorsement (i.e., an endorsement which permits recovery directly from insurer’s reinsurers) from the form Otherwise Rated Insurer. In addition, if Borrower desires to maintain insurance required hereunder from an insurance company which does not meet the rating set forth above but the parent company of a certificate such insurance company, which owns at least fifty-one percent (51%) of such insurance or statement of company, and is itself an insurance company, maintains such ratings, Borrower may use such insurance companies but only if such parent and the Otherwise Rated Insurer have contractually agreed to honor each other’s financial responsibility and obligations. (f) If Borrower shall include a provision that cancellation, refusal fail to renew the policy, or change in obtain any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice required by certifiedLender, or registered mailshall fail to assign and deliver the same to Lender, return receipt requestedthen Lender may obtain such insurance and pay the premium or premiums herefore, in which event Borrower shall, on demand of Lender, repay such premium or premiums to Lender and such repayment shall be secured by the lien of the Portfolio Mortgages. If Borrower fails to maintain the level of insurance required under this Loan Agreement, then Borrower shall indemnify Lender to the extent that a casualty occurs and insurance proceeds would have been available had such insurance been maintained. 9.6 The DESIGN PROFESSIONAL (g) Borrower shall indemnify, defend promptly provide to Lender copies of any and save harmless the State all notices (including notice of Idaho, the Division of Public Works, (name of agencynon-renewal), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees demands which Borrower receives from insurers of the DESIGN PROFESSIONAL or Portfolio Properties. (h) Effective from and after any Event of Default, Borrower hereby assigns to Lender all rights of Borrower in and to any unearned premiums on any insurance policy required to be furnished by Borrower. Notwithstanding anything to the DESIGN PROFESSIONAL'S consultants caused by or arising out contrary in this Section 10, to the extent that the provisions of a Lease, existing as of the negligent performancedate hereof or entered into after the date hereof with Lender’s prior written approval, act or omission requires the tenant to maintain and/or pay for insurance that does not satisfy the above requirements, the insurance required by such Lease will be deemed to satisfy the DESIGN PROFESSIONAL of any term of this contractabove provisions with respect to the applicable Site. The foregoing sentence, however, shall not apply to a Lease that otherwise satisfies the Approval Waiver Requirements set forth below and is not otherwise previously approved in writing by Lender. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL ‌ 13.1 Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of Best’s Reports. Failure to buy and maintain such comprehensive general liability the required insurance that it deems necessary and advisable to protect may result in this Master Agreement’s termination or, at a Participating Entity’s option; result in termination of its interest and that Participating Addendum. 13.2 Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the State of Idaho. The State of Idaho will be named an additional insured on any general liability following categories: 13.2.1 Commercial General Liability covering premises operations, Products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property policies carried damage, with a limit of not less than $1 million per occurrence, $2 million general aggregate, $2 million Products and required by completed operations aggregate and $50,000 and any one fire. If any aggregate limit is reduced below $2,000,000 because of claims made or paid, the Contractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the Participating Entity, a certificate or other document satisfactory to the Participating Entity, showing compliance with this Agreement. The insurance afforded shall be primary insuranceprovision. 13.2.2 Cyber Liability covering claims and losses with respect to network, internet (Cloud) or other data disclosure risks (such as data breaches, releases of Confidential Information, unauthorized access/use of information, and any insurance carried by the State identity theft) with minimum limits of Idaho shall be excess not less than $1,000,000 per claim and not contributory to that provided by the DESIGN PROFESSIONAL$2,000,000 aggregate. 9.2 DESIGN PROFESSIONAL shall carry Worker's 13.2.3 Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance to cover obligations imposed by federal requirements. 13.2.4 Automobile Liability covering any auto (including owned, hired and state statutes covering all employees and employers' liability insurance non- owned), with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 1,000,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 accident combined single limit. 13.3 Contractor shall pay premiums on all insurance policies. If liability insurance required by Such policies shall also reference this section is obtained through a “claims made” policy, this coverage or its replacement Master Agreement and shall have a retroactive date of no later than condition that the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs insurer not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State revoke them until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Purchasing Entity and Participating Entity by the Contractor. 13.4 Prior to commencement of performance, Contractor shall provide to the Lead State a written notice by certifiedendorsement to the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that: 13.4.1 Includes the Participating States identified in the Request for Proposal as additional insured’s, and; 13.4.2 Provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, the Participating Entity’s rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection. Before performance of any Purchase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating Entity who requests it the same information described in this subsection. 13.5 Contractor shall furnish to the Lead State, Participating Entity, and, on request, the Purchasing Entity copies of certificates of all required insurance within seven (7) calendar days of the execution of this Master Agreement, the execution of a Participating Addendum, or registered mailthe Order’s effective date and prior to performing any work. The insurance certificate shall provide the following information: the name and address of the insured; name, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnifyaddress, defend telephone number and save harmless signature of the State of Idaho, the Division of Public Works, (authorized agent; name of agencythe insurance company (authorized to operate in all states); a description of coverage in detailed standard terminology (including policy period, their officerspolicy number, agents and employees from and against any limits of liability, claimsexclusions and endorsements); and an acknowledgment of the requirement for notice of cancellation. Copies of renewal certificates of all required insurance shall be furnished within fifteen (15) days after any renewal date. These certificates of insurance must expressly indicate compliance with each insurance requirement specified in this section. Failure to provide evidence of coverage may, damagesat sole option of the Lead State, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performanceParticipating Entity, act or omission by the DESIGN PROFESSIONAL of any term of result in this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement Master Agreement’s termination or the termination of any Participating Addendum. 13.6 Coverage and limits shall not limit Contractor’s liability and obligations under this Agreement for Master Agreement, any reasonParticipating Addendum, or any Order.

Insurance. 9.1 DESIGN PROFESSIONAL Borrower shall at all times maintain insurance upon its Inventory, Equipment and other personal and real property with financially sound and reputable insurance companies in at least such comprehensive amounts and against at least such risks as are generally insured against in the same general liability insurance that it deems necessary area by companies engaged in the same or similar business, with provisions reasonably satisfactory to Lender for payment of all casualty losses thereunder to Lender and advisable to protect its interest and that Borrower as their interests may appear (loss payable endorsement in favor of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and Lender), and, if required by this AgreementLender, Borrower shall deposit the policies with Lender. The Any such policies of insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount for no less fewer than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days prior written notice of cancellation to Lender. Any sums received by certifiedLender in payment of insurance losses, transfers or takings under the policies, where the sums received from such loss, transfer or taking are in excess of Five Hundred Thousand Dollars ($500,000.00 (“Insurance Funds”), shall be held by Lender, (the “Insurance Account”), as security for the Obligations; provided that, if, within sixty (60) days after any casualty loss covered by insurance, Borrower notifies Lender that Borrower intends to replace, rebuild or restore the affected property, then Lender shall release such Insurance Funds to Borrower for the purpose of replacing, rebuilding or restoring the affected property. If such replacement rebuilding or restoration is not (a) commenced within six months of the date of the casualty loss with respect thereto, or registered mail(b) substantially completed within twelve (12) months of such commencement date (or such longer period of time necessary to complete the work with reasonable diligence, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnifyif approved by Lender in writing, defend and save harmless the State of Idaho, the Division of Public Works, (name of agencyin its reasonable discretion), their officersBorrower shall immediately deposit such Insurance Funds into the Insurance Account. In addition, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death amounts of others or any employees such Insurance Funds not applied to the costs of the DESIGN PROFESSIONAL replacement or the DESIGN PROFESSIONAL'S consultants caused by or arising out restoration of the negligent performance, act or omission by affected property shall be immediately deposited in the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive Insurance Account upon the completion of all services such replacement or restoration. Lender is hereby authorized to act as attorney-in-fact for Borrower, from and during the continuance of DESIGN PROFESSIONAL under this Agreement or an Event of Default, in obtaining, adjusting, settling and canceling such insurance and indorsing any drafts. In the termination event of this Agreement for any reasonfailure to provide such insurance as herein provided, Lender may, at its option, provide such insurance and Borrower shall pay to Lender, upon demand, the cost thereof. Should Borrower fail to pay such sum to Lender upon demand, interest shall accrue thereon, from the date of demand until paid in full, at the Default Rate. Within ten (10) days of Lender’s written request, Borrower shall furnish to Lender such information about Borrower’s insurance as Lender may from time to time reasonably request, which information shall be prepared in form and detail satisfactory to Lender and certified by a Financial Officer of Borrower.

Insurance. 9.1 DESIGN PROFESSIONAL (i) Mortgagor shall, from and after the date hereof and at all times while this Mortgage is in force or the Note remains outstanding, maintain at Mortgagor's expense insurance in amounts, with deductibles and with companies satisfactory to Mortgagee. Without limiting the generality of the foregoing, Mortgagor shall maintain such the following minimum coverages and shall not carry separate insurance, concurrent in kind or form, unless otherwise agreed to in writing by Mortgagee: (A) insurance which complies with the workers' compensation and employers' liability laws of all states in which Mortgagor shall have employees; (B) comprehensive general liability insurance that it deems necessary covering all operations of Mortgagor and advisable to protect its interest with a combined single limit of not less than $3,000,000.00 per occurrence for bodily injury (including death) and that property damage; (C) during the course of any construction, reconstruction, remodeling or repair of Improvements, builders' all-risk extended coverage insurance in amounts based upon the replacement value of the State improvements (excluding roads, foundations, parking areas, paths, walkways and like improvements), including coverage for loss of Idaho. The State contents and endorsed to provide that occupancy by any person shall not void such coverage; (D) following completion of Idaho will be named construction and prior to occupancy by any person, fire, extended coverage, vandalism and malicious mischief insurance in an additional insured on any general amount equal to the replacement value of the Improvements, including coverage for loss of contents owned by Mortgagor (but excluding the costs of all excavations and foundations and footings below the lowest basement floor), but in no event less than the outstanding principal amount of the Note, which policy shall contain a replacement cost endorsement; (E) automobile liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees owned, non-owned and employers' liability insurance with a minimum limit hired vehicles used by ▇▇▇▇▇▇▇▇▇ in the conduct of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance its business, with a combined single limit for bodily injury (including death) and property damage of not less than $500,000 each occurrence 1,000,000.00 per occurrence; (F) umbrella liability insurance concurrent with respect to their ownedthe coverages named in subparagraphs (B), hired or non-owned vehicles(C), assigned to or used in the performance (D) and (E) of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNERthis Paragraph 1(e)(i), in an amount no not less than $1,000,000 combined single limit5,000,000.00; (G) if the Mortgaged Premises is in an area designated by the Secretary of Housing and Urban Development as having special flood hazards, flood insurance on the improvements on the Mortgaged Premises and any and all personal property used or to be used in connection therewith; (H) following completion of construction and prior to occupancy by any resident, business interruption insurance and/or "loss of rental value" insurance, as appropriate, for a period of twelve (12) months in an amount equal to the gross income from the Mortgaged Premises for a period of twelve (12) months, as determined from time to time to be reasonably satisfactory to Mortgagee; and (I) such other insurance, and in such amounts, as reasonably required by Mortgagee from time to time. (ii) Upon execution hereof, ▇▇▇▇▇▇▇▇▇ shall furnish to Mortgagee duplicate copies of such policies of insurance or certificates of Mortgagor's insurance agent certifying to the insurance required and including photocopies of all policies certified by such agent to be true and correct, in each case specifying the expiration date. If Not less than thirty (30) days prior to the expiration of any such coverage, ▇▇▇▇▇▇▇▇▇ shall deliver to Mortgagee a duplicate policy or certificate evidencing the renewal of such coverage and the payment of all premiums. (iii) The liability insurance policies required under subparagraphs (B) and (F) shall name Mortgagee as an additional insured and the policies required under subparagraphs (C), (D) and (G) shall name Mortgagee as mortgagee under a standard mortgagee clause. The policy required under subparagraph (H) shall name Mortgagee as loss payee under a loss payable endorsement. All policies shall be issued by this section is obtained through and maintained with companies acceptable to Mortgagee. (iv) Each insurance policy shall be on a “claims made” nonreporting and noncontributing form basis and shall contain a provision (A) requiring the insured to notify Mortgagee, in writing and at least thirty (30) days in advance, of any cancellation or material change in the policy, this coverage (B) stating that any loss otherwise payable thereunder shall be payable to Mortgagee notwithstanding any act or its replacement neglect of the insureds and notwithstanding the occupation or use of the Mortgaged Premises for purposes more hazardous than permitted by the terms of such policy, any change in title to or ownership of the Mortgaged Premises, or any provision of the policy relieving the insurer thereunder of liability for any loss by reason of the existence of other policies of insurance covering the Mortgaged Premises against the peril involved, whether or not collectible, and (C) excluding Mortgagee from the operation of any coinsurance clause. (v) If the insurance, or any part thereof, shall expire, or be withdrawn, or become void or unsafe, in the opinion of Mortgagee, by reason of Mortgagor's breach of any condition thereof, or by reason of the failure or impairment of the capital of any company in which the insurance shall be carried, or if for any reason whatsoever the insurance shall be unsatisfactory to Mortgagee, Mortgagor shall place new insurance on the Mortgaged Premises satisfactory to Mortgagee. (vi) In the event of loss to all or any portion of the Mortgaged Premises, Mortgagor shall give immediate written and oral notice thereof to Mortgagee, and Mortgagee may make proof of loss if not made promptly by ▇▇▇▇▇▇▇▇▇; provided, however, that any adjustment of proof of loss shall require the prior written consent of Mortgagee. Each insurance company concerned is hereby authorized and directed to make payment under such insurance, including return of unearned premiums, to Mortgagee instead of to Mortgagor and Mortgagee jointly, and Mortgagor irrevocably appoints Mortgagee as ▇▇▇▇▇▇▇▇▇'s attorney-in-fact to endorse any draft thereof, which appointment, being for security, is coupled with an interest and is irrevocable. (vii) All policies of insurance required hereunder and all renewals thereof are hereby assigned to Mortgagee as additional security for payment of the indebtedness hereby secured and ▇▇▇▇▇▇▇▇▇ hereby agrees that, if an Event of Default hereunder shall have a retroactive date occurred and be continuing, any amounts available thereunder upon cancellation or termination of no later than the inception any of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiumspolicies or renewals, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be whether in the form of policies return of premiums or contracts for insurance with insurers otherwise, shall be payable to Mortgagee as assignee thereof. If Mortgagee becomes the owner of good standingthe Mortgaged Premises, or any part thereof, by foreclosure, deed in lieu thereof, or otherwise, such policies, including all right, title and interest of Mortgagor thereunder, shall become the absolute property of Mortgagee. (viii) Mortgagee shall have the right to retain and apply the proceeds of any such insurance, at its sole election, to reduction of the indebtedness secured hereby, or to require Mortgagor to restore or repair the damaged portion of the Mortgaged Premises. Evidence If Mortgagee elects to require Mortgagor to restore or repair the damaged portion of the Mortgaged Premises, such insurance coverage or self-insurance restoration and repair shall be in accordance with plans and specifications approved by Mortgagee, and the form of a certificate of insurance or statement of financial responsibility proceeds therefor shall be disbursed by Mortgagee to Mortgagor only in accordance with the terms and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent conditions of the coverage provided by Loan Agreement applicable to the disbursement of loan proceeds as if such policy or policies will be ineffective without first giving loan proceeds were loan advances thereunder. Notwithstanding anything contained in the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless foregoing to the State of Idaho, the Division of Public Workscontrary, (name A) provided no Event of agencyDefault then exists and (B) Mortgagee in its reasonable judgment is satisfied that there are sufficient net proceeds to complete restoration of the building(s) and improvements on the Real Estate to substantially the same value, condition and character as existed prior to such damage within the term of the Note (or, in the case of any deficiency, Mortgagor shall have deposited with Mortgagee an amount equal to such deficiency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees Mortgagee shall allow the insurance proceeds to be used for restoration of the DESIGN PROFESSIONAL or Mortgaged Premises, such proceeds to be disbursed from time to time as restoration progresses in accordance with the DESIGN PROFESSIONAL'S consultants caused by or arising out terms and conditions of the negligent performance, act or omission by Loan Agreement applicable to the DESIGN PROFESSIONAL disbursement of any term of this contractloan proceeds. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL Supplier shall maintain such comprehensive general liability during the term or, this Agreement: (a) Workers Compensation insurance that it deems necessary and advisable to protect its interest and that as prescribed by the law of the State state in which Supplier's obligations under this Agreement are performed, (b) Employer's Liability insurance with limits of Idaho. The State at least $2,000,000 for each occurrence, (c) Commercial General Liability insurance (including, but not limited to, contractual and products liability coverage) with combined single limits for each occurrence of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insuranceat least $2,000,000, and any insurance carried by (d) if the State use of Idaho shall be excess motor vehicles is required, Commercial Automobile Liability Insurance (including hired and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance non-owned coverage) with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit limits for each occurrence of at least $2,000,000 for bodily injury and property damage damage. Neither Supplier nor Supplier's insurer(s) shall have a claim, right of action or right of subrogation against Buyer based on any occurrence insured against, in whole or in part, under the foregoing insurance. Supplier's policy shall be endorsed to name __________ _______________________ and its corporate Affiliates as additional insureds and state: "____________________________________ is to be notified in writing at least sixty (60) days prior to cancellation of or any material change in this policy." At Buyer's request, Supplier shall furnish a copy of the endorsement and certificates evidencing the foregoing insurance coverage prior to commencement of performance hereunder and, if applicable, annually thereafter during the term of this Agreement. Supplier's purchase of insurance shall not less than $500,000 in any way limit Supplier's liability under this Agreement. INVOICES -------- Supplier shall render an invoice for each occurrence with respect shipment of Goods. Invoices must contain the following information: invoice number, invoice date, remittance address, Purchase Order number, item number, payment terms, quantity, description of Goods, unit, unit price and total price. Invoices shall be sent to their owned, hired or the address indicated in the Purchase Order. LICENSES -------- Supplier hereby grants Buyer a non-exclusive, non-transferable (except as set forth in the Sections entitled "Assignment" and "Licenses") license, without rights to sublicense, to use the software embedded in the Goods ("Software"), but only in connection with the operation of Goods. The Buyer shall not (i) copy or use the Software except as expressly permitted herein, (ii) reproduce, modify, or create derivative works of the Software, (iii) reverse engineer, decompile, disassemble, or make any attempt to discover the source code of the Software, or (iv) use or permit the Software to be used outside of the states where Buyer provides wireless services and has a direct distribution channel. The Buyer and any successor to the Buyer's title to the Goods shall have the right to assign legal title to such Goods and to those rights in the Software granted by this Section to any other person who subsequently acquires the right to use the Goods, provided that any such assignee or sub-licensee agrees, in writing or via electronic mail or other computer transmission, to abide by the terms and conditions of this Agreement; provided, that Buyer shall not be responsible for procuring such agreement of the assignee or sub-licensee. No other licenses, express or implied, under any patents, trademarks, copyrights or other proprietary rights are granted by Buyer to Supplier or by Supplier to Buyer under this Agreement. LIMITATION ON LIABILITY ----------------------- In no event shall either party be liable to the other party for any lost profits or indirect, incidental, special or consequential damages, regardless of whether or not a party has been advised of the possibility of such damages. The foregoing notwithstanding, nothing in this section will limit a party's obligations to indemnify fully the other under the sections of this Agreement entitled "Indemnity" and "Infringement" for actions brought by third parties, even if such actions include claims for indirect, incidental, special or consequential damages. Except for the Indemnity and Infringement sections of this Agreement, Supplier's liability arising under this Agreement shall not exceed the aggregate payments received by Supplier from Buyer under this Agreement. MINORITY/WOMEN OWNED ENTERPRISES -------------------------------- It is Ameritech's policy that minority and women owned vehicles, assigned business enterprises should have the maximum opportunity to or used participate in the performance of its contracts. Supplier shall use commercially reasonable efforts to further this policy by awarding subcontracts to minority and women owned business enterprises or by using such enterprises to provide goods and services incidental to this Agreement, with a goal of awarding at least five percent (5%) of the Workcontract price to such enterprises. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL Upon request, Supplier shall provide professional liability insurancefurnish appropriate information about its efforts to achieve this goal, unless waived in writing by including the OWNER, in an amount no identities of such enterprises and amounts involved. MOST FAVORED CUSTOMER --------------------- Supplier warrants that the prices for Goods provided to Buyer under this Agreement and the terms and conditions of this Agreement are not and shall not be less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later favorable than the inception prices and/or terms and conditions extended to any of Supplier's other customers generally similarly situated to Buyer with respect to the same or like goods. In the event Supplier offers, during the term of this Agreement. The DESIGN PROFESSIONAL must maintain , lower prices and/or more favorable terms and conditions to any such liability insurance for two (2) years from customer with respect to the same or like goods than are offered to Buyer, Supplier shall, retroactive to the date Supplier offered more favorable prices, terms or conditions to any other customer, reduce the prices hereof correspondingly and/or shall extend such terms and conditions to Buyer. Any amounts charged to Buyer in excess of prices charged by Supplier to any other customer for similar Goods or related services are last provided under this Agreementshall promptly be refunded or credited to Buyer by Supplier. The DESIGN PROFESSIONAL shall be responsible NONEXCLUSIVITY -------------- This Agreement does not grant to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies Supplier any exclusive right or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal privilege to renew the policy, or change in any material way the nature or extent provide to Buyer goods of the coverage provided by such policy or policies will be ineffective without first giving type contemplated herein, and Buyer reserves the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless right to contract with other parties for the State procurement of Idaho, the Division comparable goods. NONWAIVER --------- Failure of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL either party to insist on performance of any term or condition of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or to exercise any right or privilege hereunder shall not be construed as a waiver of such term, condition, right or privilege in the termination of this Agreement for any reasonfuture.

Insurance. 9.1 DESIGN PROFESSIONAL A. The Contractor agrees to procure and maintain, at its own cost, the following policies of insurance. The Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to this Agreement by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types. B. Contractor shall cause each subcontractor of the Contractor to procure and maintain or insure the activity of the Contractor’s subcontractors in Contractor’s own policy, the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurers acceptable to the City. All coverages shall be continuously maintained from the date of commencement of services hereunder through the term of this contract. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONALcontinuous coverage. 9.2 DESIGN PROFESSIONAL shall carry Worker's C. Workers’ Compensation Insurance insurance to cover obligations imposed by federal the Workers’ Compensation Act of Colorado and state statutes covering all employees any other applicable laws for any employee engaged in the performance of services under this Agreement, and employersEmployers' liability Liability insurance with a minimum limit limits of FIVE HUNDRED THOUSAND DOLLARS ($100,000500,000) each accident, FIVE HUNDRED THOUSAND DOLLARS ($500,000) disease - policy limit, and FIVE HUNDRED THOUSAND DOLLARS ($500,000) disease - each employee. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability D. Comprehensive General Liability insurance with a minimum combined single limit limits of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. The coverage shall be provided on an “occurrence” basis as opposed to a “claims-made” basis. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. E. Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($500,000 1,000,000) each occurrence and ONE MILLION DOLLARS ($1,000,000) aggregate with respect to their each of Contractor’s owned, hired or and non-owned vehicles, vehicles assigned to or used in the performance of the Workservices. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSThe policy shall contain a severability of interests provision. 9.4 F. The DESIGN PROFESSIONAL Comprehensive Automobile Liability insurance required above shall be endorsed to include the City and the City's officers and employees as additional insureds. Every policy required above shall be primary insurance and any insurance carried by the City, its officers, or its employees, shall be excess and not contributory insurance to that provided by Contractor. The additional insured endorsement for the Commercial General Liability Insurance required above shall not contain any exclusion for bodily injury or property damage arising from completed operations. The Contractor shall be responsible for any deductible losses under any policy required above. G. Professional Liability (errors and omissions) Insurance with a minimum limit of coverage of ONE MILLION DOLLARS ($1,000,000) per claim and annual aggregate. Such policy of insurance shall be obtained and maintained for one (1) year following completion of all services under this contract. H. Prior to the commencement of services, certificates of insurance shall be completed by the Contractor’s insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be subject to review and approval by the City. Each certificate shall by name the project or services as indicated in this Agreement, in form acceptable to the City. Every policy of insurance shall provide professional liability insurance, unless waived in writing by that the OWNER, in an amount City will receive no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certifiedprior to any cancellation, termination, or registered mailmaterial change in such policy. In addition, return the Contractor shall immediately provide to the City upon Contractor’s receipt requestedany notice of cancellation, terminations, or material change received by Contractor concerning the required insurances. If the words “endeavor to” appear in the portion of the certificate addressing the cancellation, those words shall be stricken from the certificate by the agent9s0 completing the certificate. The City reserves the right to request and receive a certified copy of any policy and any endorsement thereto. The City may, at its election, withhold payment for services until the requested insurance policies are received and found to be in accordance with this Agreement. 9.6 I. Failure on the part of the Contractor to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of contract upon which the City may immediately terminate this Agreement, or at its discretion City may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by the City shall be repaid by Contractor to the City upon demand, or the City may offset the cost of the premiums against any monies due to Contractor from the City. J. The DESIGN PROFESSIONAL shall indemnifyParties hereto understand and agree that the City is relying on, defend and save harmless the State does not waive or intend to waive by any provision of Idahothis Agreement, the Division of Public Worksmonetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, (name of agency)C.R.S. § ▇▇-▇▇-▇▇▇ et seq.,) as from time to time amended, their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of otherwise available to the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contractCity. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL 16.1 Franchisee shall procure before the commencement of Restaurant operations, and shall maintain such comprehensive general in full force and effect during the entire term of this Agreement, at its sole cost and expense, an insurance policy or policies protecting Franchisee and Franchisor and their respective officers, directors and employees against any and all claims, loss, liability insurance that it deems necessary and advisable to protect its interest and that or expense whatsoever, arising out of or in connection with the condition, operation, use or occupancy of the State Restaurant or Restaurant Premises. Franchisee shall procure workers' compensation coverage for each of Idahoits employees no later than the first date of such employee's employment. The State of Idaho will Franchisee shall also insure the Restaurant building and other improvements, equipment, signs, interior and exterior decor items, furnishings and fixtures, and any additions thereto, in accordance with standard fire and extended coverage insurance policies then in effect for similar businesses. Franchisor shall be named as an additional insured on in all such policies, workers' compensation excepted, and the certificate or certificates of insurance shall state that the policy or policies shall not be subject to cancellation or alteration without at least thirty (30) days prior written notice to Franchisor. Such policy or policies shall be written by a responsible insurance company or companies satisfactory to Franchisor, and shall be in such form and contain such limits of liability as shall be satisfactory to Franchisor from time to time. In any general liability event, such policy or policies shall include at least the following: KIND OF INSURANCE MINIMUM LIMITS OF LIABILITY Workers' Compensation Statutory Employer's Liability $500,000 bodily injury by accident $500,000 bodily injury by disease General Public Liability, $1,000,000 each person, including Product Liability, $1,000,000 each incident Injury and property policies carried Liquor Liability $2,000,000 aggregate Fire and required by this AgreementExtended Coverage Full replacement value Umbrella Liability Insurance $10,000,000 Franchisee shall, upon request, exhibit certificates of such insurance to Franchisor. The insurance afforded by the policy or policies respecting public liability shall not be primary insurancelimited in any way by reason of any insurance which may be maintained by Franchisor. 16.2 Within sixty (60) days after the execution of this Agreement, but in no event later than the day before the Restaurant opens for business, Franchisee shall submit to Franchisor for approval certificates of insurance showing compliance with the requirements of Subsection 16. 1. Notwithstanding the foregoing, Franchisee shall submit to Franchisor for approval certificates of insurance showing compliance with the worker's compensation requirements set forth in Subsection 16.1 prior to the training of any Franchisee employee at a Restaurant operated by Franchisor. Maintenance of such insurance and the performance by Franchisee of its obligations under this Section 16 shall not relieve Franchisee of liability under the indemnity provisions of this Agreement, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONALlimit such liability. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance 16.3 Should Franchisee, for any reason, fail to cover obligations imposed by federal and state statutes covering all employees and employers' liability procure or maintain the insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance coverage required by this section is obtained through a “claims made” policySection, this coverage or its replacement then Franchisor shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible right and authority to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of immediately procure such insurance coverage or self-insurance and to charge the cost thereof to Franchisee, which amounts shall be paid immediately upon notice and shall be subject to charges for late payments in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change manner set forth in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State Subsection 9.2. 16.4 No later than thirty (30) calendar days following Franchisee's receipt of same, Franchisee shall submit to Franchisor a copy of any written notice by certifiedreport relating to the condition of the Restaurant premises, or registered mailany aspect thereof, return prepared by an insurer or prospective insurer or by a representative of a federal, state or local government agency, provided that if any such report contains comments or information which could materially and detrimentally affect the Restaurant, such report shall be submitted to Franchisor within three (3) days following Franchisee's receipt requestedthereof. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL Consumer shall obtain and maintain such comprehensive general liability the following policies of insurance that it deems necessary and advisable to protect its interest and that during the term of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL.: 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability (1) Comprehensive or Commercial General Liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage combined single limits of not at least $250,000 per occurrence if the Electric Generating Facility is 10 kW or less, $1,000,000 per occurrence if the Electric Generating Facility is greater than 10 kW but less than 100 kW, and $500,000 5,000,000 per occurrence if the Electric Generating Facility is 100 kW or greater, covering the Consumer’s obligations and liabilities to the Power Company under this Agreement, including under Section 23. (2) Consumer shall cause its insurers or agents to provide Power Company with certificates of insurance evidencing the policies listed above prior to interconnecting the Electric Generating Facility with the Power Company Distribution System, as well as copies of each occurrence annual renewal certificate for such policies, promptly after such renewal certificates are issued. Power Company shall have the right to review the policies listed above at any time during the term of this Agreement, and Consumer shall promptly provide copies of the same to Power Company upon its request. Failure of Power Company to obtain certificates of insurance does not relieve Consumer of the insurance requirements set forth herein. Failure to obtain the insurance coverage required by this Section 2 shall in no way relieve or limit Consumer’s obligations and liabilities under other provisions of this Agreement. (3) If Consumer is a residential customer of the Power Company, the following provisions shall apply: (a) The insurance coverage requirements of Section 2.1 above may be satisfied by the residential Consumer obtaining and maintaining a Homeowner’s Liability insurance policy, or if Homeowner’s Liability insurance is not available, Comprehensive or Commercial General Liability insurance, Excess or Umbrella Liability insurance, or any other type of insurance policy that the Power Company deems acceptable, covering the residential Consumer’s liabilities and obligations under this Agreement, with bodily injury and property damage combined single limits as set forth in Section 2.1; and (b) The amounts of insurance required in Section 2.1 may be satisfied by the residential Consumer purchasing primary coverage in the amounts specified or by buying a separate excess Umbrella Liability policy together with lower limit primary underlying coverage. The structure of the coverage is the residential Consumer’s option, so long as the total amount of insurance meets Power Company’s requirements. (4) If Consumer is a commercial customer of the Power Company, the Consumer shall cause its insurers to provide Power Company with at least 10 days prior written notice of any cancellation, non-renewal or material change in the insurance policy by endorsing the policy to add the Power Company as a party with an additional interest in the policy with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSsuch notice. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.]

Insurance. 9.1 DESIGN PROFESSIONAL During the term of this Lease, Tenant, at its sole cost and expense, shall continuously maintain such comprehensive the following types of insurance coverages: (i) All Risk or Causes of Loss - Special Form property insurance, including fire and extended coverage, sprinkler leakage, vandalism, malicious mischief, wind and flood coverage, covering full replacement value of all of Tenant’s personal property, trade fixtures and improvements and alterations in and to the Premises, with coverages that also include “Business Personal Property” and “Business Income Coverage” covering at least one year of anticipated income; (ii) both worker’s compensation insurance to the applicable statutory limit, if any, and employer’s liability insurance to the limit of $1,000,000 per occurrence; (iii) commercial general liability insurance that it deems necessary and advisable to protect (occurrence based) insuring Tenant against any liability arising out of its interest and that use, occupancy or maintenance of the State Premises or Building, or the business operated by Tenant pursuant to the Lease, and providing coverage for death, bodily injury and disease, property damage or destruction (including loss of Idaho. The State use), products and completed operations liability, contractual liability which includes all of Idaho will be named an additional insured on any general Tenant’s indemnity obligations under this Lease (and the certificate evidencing Tenant’s insurance coverage shall state that the insurance includes the liability assumed by Tenant under this Lease), fire liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' advertising injury liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance damage with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $5,000,000 (or in the alternative a primary policy combined single limit of $2,000,000 with an Excess Limits (Umbrella) Policy in the amount of no less than $3,000,000); and (iv) Business Automobile Liability Insurance for Tenant owned vehicles (only) in the amount of $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreementlimit (property damage and liability). The DESIGN PROFESSIONAL must maintain such liability insurance amount of any deductible or self-insured retention for two the coverages described in (2i) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL and (iii) shall be responsible to pay all premiumsnot exceed Five Thousand Dollars ($5,000.00), deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage any deductible or self-insurance provisions under any other insurance policies required to be maintained by Tenant hereunder shall be in the form of a certificate of insurance subject to Landlord’s prior written approval, such approval not to be unreasonably withheld, conditioned or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requesteddelayed. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability insurance that it deems necessary and advisable Throughout the term of this lease, Landlord may, subject to protect its interest and that reimbursement as provided for in Section 5.2 of the State Lease, maintain “all risks” property insurance coverage including “loss of Idahorents”, “business interruption/ extra expense” and any other coverages deemed necessary by Landlord or Landlord’s lender. Tenant assumes the risk of loss to its improvements, furnishings, trade fixtures, equipment and supplies which shall not be insured under the above policy and for which Landlord shall not be responsible. The State deductibles under both Landlord’s and Tenant’s property insurance policies are their own responsibilities respectively. Throughout the term of Idaho will be named an additional insured on any general liability the Lease, Tenant shall provide and property policies carried and required by this Agreement. The insurance afforded shall be primary maintain Commercial General Liability insurance, issued in a form and any insurance carried by the State of Idaho shall be excess and not contributory an insurer satisfactory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes Landlord, covering all employees and employers' liability insurance with a minimum limit operations by or on behalf of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit Tenant on an occurrence basis against claims for bodily injury, personal injury, advertising injury and property damage of not less than damage. Such insurance shall have the following minimum limits: $500,000 2,000,000 General Aggregate $2,000,000 Products/Competed Operations Aggregate $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence Limit $200,000 Fire Damage, Per Fire $10,000 Medical Expense, Per Person Final I-405 CAPA Lease 9-12-07 - 10 - Please Initial _______ Before Tenant occupies the Premises, and at each occurrence with respect to their ownedpolicy renewal thereafter, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL Tenant shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance Landlord with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement which demonstrates these required insurance limits and coverages, specifically including: • At least 45 days notice to the Landlord of financial responsibility policy cancellation; • Landlord being added to the policy as an additional insured; • The policy including a “waiver of subrogation” against Landlord; • The policy being “primary and shall include a provision that cancellation, refusal non-contributory” to renew the policy, or change in any material way the nature or extent of the other coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requestedwhich Landlord may carry. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL (a) TRANSPORTER shall maintain such comprehensive general liability procure and maintain, at its expense, during the term of this AGREEMENT, at least the following insurance that it deems necessary and advisable (the “Insurance”) with insurance carriers reasonably acceptable to protect its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL.GENCORP: 9.2 DESIGN PROFESSIONAL shall carry (1) Worker's Compensation Statutory (2) Employer's Liability $1,000,000 each accident $500,000 policy limit bodily injury by disease $1,000,000 each employee bodily injury by disease (3) Commercial General Liability Insurance to cover obligations imposed by federal including, without limitation, coverage for (i) premises, (ii) operations, (iii) products, (iv) completed operations, and state statutes covering all employees and employers' (v) contractual liability insurance with a minimum limit under this AGREEMENT (including, without limitation, Section 11 of this AGREEMENT). $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a 5,000,000 bodily injury & property damage combined single limit for bodily injury and property damage each occurrence subject to an annual aggregate of not less than $500,000 each occurrence with respect to their 5,000,000 (4) Automobile Liability Insurance, including, without limitation, coverage for owned, hired or non-owned vehiclesand hired vehicles $5,000,000 bodily injury & property damage, assigned combined single limit each occurrence subject to or used in the performance an annual aggregate of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no not less than $1,000,000 15,000,000 (5) Environmental Impairment Liability Insurance, including, without limitation, coverage for both sudden and non-sudden occurrences at the GENCORP’s Facilities and during transport of Waste Materials. $10,000,000 bodily injury & property damage, combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement limit each occurrence subject to an annual aggregate of not less than $10,000,000 (b) TRANSPORTER shall have a retroactive date of no later than during the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contractAGREEMENT cause the Insurance to provide that it can only be canceled or materially altered upon not less than ten (10) days prior written notice to GENCORP. 9.7 All express representations(c) TRANSPORTER represents and warrants to GENCORP that they will maintain insurance during the life of the Service Order(s). Insurance must meet the requirements of Section 10 and, indemnifications or limitations of liability made in or given except for the Workers’ Compensation Insurance, shall name GENCORP as an additional insured. TRANSPORTER shall demonstrate compliance by furnishing insurance certificates to this Agreement will survive GENCORP. (d) TRANSPORTER represents and warrants that during the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination term of this Agreement for AGREEMENT and any reasonsubsequent Service Orders, it will be registered with the State Department of Toxic Substances Control (DTSC).

Insurance. 9.1 DESIGN PROFESSIONAL shall 10.1 Consultant shall, without limiting its obligations or liabilities herein and at its own expense, provide and maintain such comprehensive general the following insurances with insurers licensed in Nova Scotia and in forms and amounts acceptable to NSHA: Professional Liability, where applicable, in an amount not less than $5,000,000.00 per occurrence claim and in the aggregate for this contract (for each firm) insuring his liability insurance that it deems necessary for errors and advisable to protect its interest and that omissions in the performance of his professional services including all consultants; Comprehensive General Liability in an amount not less than $10,000,000.00 per occurrence in the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insuranceaggregate against bodily injury, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury personal injury, death, and property damage including loss of use thereof. Such insurance shall include, but not be limited to non-owned automobile liability and employees as additional insureds; Automobile Liability on all vehicles owned, operated or licensed in the name of Consultant in an amount of not less than $500,000 2,000,000; “All-Risks" Valuable Papers and Records Insurance on all such items pertaining to the Services under this Agreement in an amount adequate to enable their reconstruction. 10.2 All insurance policies shall state that the coverage provided will not be changed in any material way, cancelled or terminated until 30 days after written notice of such change, cancellation or termination has been given to NSHA. 10.3 Consultant shall provide NSHA with Certificates confirming the placement of all required insurance prior to the commencement of the Services and shall promptly provide NSHA a certified true copy of each occurrence policy. 10.4 Consultant will continually maintain without interruption the insurance coverage specified in this clause while the Services are being provided and for a period of (3) years thereafter. 10.5 The Certificate(s) of insurance to be provided by Consultant per clause 10.3 for the coverage set out above will contain the following clauses: a. NSHA will be listed as being additional insured with respect to their ownedoperations performed by Consultant for NSHA. b. A waiver of subrogation shall be included in favour of NSHA with wording similar to the following: The Insurer shall have no right of subrogation against any insured, hired whether named or unnamed (including Consultant and NSHA) or against any subsidiary, allied or affiliated company owned or controlled by any named or unnamed insured, nor against any person, firm or corporation in respect of which Consultant has assumed liability under any contract or agreement (such as NSHA). c. Cross Liability in respect to any claim or action brought against an insured by any other insured shall apply in the same manner and to the same extent as though a separate policy had been issued to each insured. d. Confirmation that the Policy obtained by Consultant and described in the Certificate is considered primary and non-owned vehiclescontributory to any other insurance which may be valid and/or collectable unless there is a wrap-up liability policy on the overall project, assigned to in which case the Policy obtained by Consultant will still be considered primary for any coverage not provided (or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSexcluded) by any such wrap-up liability policy. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance10.6 If the Consultant does not pay the corresponding insurance premium when due, unless waived in writing by NSHA will be entitled to pay such premium and deduct said amount for the OWNER, in an amount no less than $1,000,000 combined single limit. If liability first payment due to Consultant after the insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreementpremium was paid. The DESIGN PROFESSIONAL relevant insurance policy will clearly state that insurer must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible immediately notify NSHA if and when Consultant fails to pay all any premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL 5.1 The Landlord's obligations The Landlord covenants with the Tenant that the Landlord will: 5.1.1 subject to the usual excesses and conditions keep the Buildings and the Landlord's fixtures and fittings in the Demised Premises insured with an insurer of repute in their full reinstatement value (including loss of Rent and Service Charge for three years (or such longer period as the Landlord shall maintain consider appropriate) and architects and surveyors fees payable on rebuilding and any resulting VAT) against loss or damage by fire and (subject to insurance against such comprehensive general liability risks being readily available on the United Kingdom insurance market) aircraft, explosion, earthquake, riot, malicious damage, storm, flood, escape of water or oil, impact, theft, sprinkler leakage, subsidence and accidental damage and such other risks as the Landlord may require and will pay all premiums necessary for that purpose 5.1.2 if the Buildings are damaged or destroyed by a risk against which the Landlord is obliged under this lease to insure them and subject to obtaining all necessary consents to cause all insurance monies received (except those for loss of Rent and Service Charge) to be applied in making good the damage for which the monies have been received or (as the case may be) in rebuilding the Buildings (but not so as to provide accommodation identical in layout if it deems necessary would not be reasonably practicable to do so) PROVIDED THAT the Landlord shall not be obliged to lay out such monies if and advisable to protect its interest the extent that:- 5.1.2.1 such making good or rebuilding is rendered impracticable by causes beyond the Landlord's control in which case the whole of such monies shall belong to the Landlord absolutely upon service by the Landlord upon the Tenant of a notice stating that this is the case and that thereupon this lease shall immediately determine (though without restricting or cancelling the rights of the State Landlord and the Tenant against the other in respect of Idaho. The State any previous breach of Idaho will be named an additional insured on the provisions of this lease), or 5.1.2.2 payment of any general liability and property policies carried and required by this Agreement. The insurance afforded monies shall be primary insurance, and properly refused by reason of any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired act or non-owned vehicles, assigned to or used in the performance default of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, Tenant (unless waived in writing by the OWNER, in Tenant pays to the Landlord an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement equal to the amount payment of which shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2been refused) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of Tenant has failed to make the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made payments referred to in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.sub-clause 5.2.1 and

Insurance. 9.1 DESIGN PROFESSIONAL shall Without in anyway limiting SANMINA-SCI’s indemnification obligations, SANMINA-SCI agrees to maintain such comprehensive general liability during the term of this Agreement (a) workers’ compensation insurance that it deems necessary and advisable to protect its interest and that as prescribed by the law of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurancenation, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' state, territory or providence in which SANMINA-SCI’s services are performed; (b) employer’s liability insurance with a minimum limit limits of at least $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto 500,000 per occurrence; (c) commercial automobile liability insurance if the use of motor vehicles is required in the performance of this contract, with a combined single limit limits of at least $1,000,000 for bodily injury and property damage for each occurrence; (d) commercial general liability insurance, including blanket contractual liability and broad form property damage, with limits of not less than $1,000,000 combined single limit for personal injury and property damage for each occurrence; and (e) commercial general liability insurance endorsed to include products liability and completed operations coverage with limits not less than $1,000,000 for each occurrence; (f) errors and omissions insurance covering its acts, errors and omissions in connection with the services provided under this Agreement, with limits of not less than $500,000 each per occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used per claim and $1,000,000 in the performance annual aggregate; (g) warehouseman’s liability policy to cover the full value of products held on behalf of CUSTOMER; and (h) Cargo-Marine insurance policy to cover the full value and risk `of all Rev 2/10/09 CONFIDENTIAL [***] Confidential portions of the Workexhibit have been omitted and filed separately with the Securities and Exchange Commission. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shipments to CUSTOMER SANMINA-SCI shall provide professional furnish to CUSTOMER upon request certificates or evidence of the foregoing insurance indicating the amount and nature of such coverage and the expiration date of each policy. CUSTOMER’S receipt or review of such certificates or evidence of insurance shall not relieve SANMINA-SCI of its obligations to maintain insurance policies as outlined herein. Each Party agrees that it, its insurer(s) and anyone claiming by, through, under or in its behalf shall have no claim, right of action or right of subrogation against the other Party and the other Party’s affiliates, directors, officers, employees and customers based on any loss or liability insurance, unless waived in writing by insured against under the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL At all times during the Term, Tenant will carry and maintain, at Tenant’s expense, on an occurrence basis, the following insurance, in the amounts and on the forms specified below or such other amounts and on such other forms as Landlord may from time to time reasonably request, with insurance companies reasonably satisfactory to Landlord: 5.1.1 Fire and extended coverage insurance insuring the full replacement cost of the Building, its equipment, and the common areas (unless the Building is not a stand-alone, single tenant building; in which event Landlord shall maintain such obtain the appropriate casualty insurance and include the cost in the calculation of Additional Rent); 5.1.2 Comprehensive general liability insurance, together with a broad form comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insuranceendorsement, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and to or personal injury to or death of any person, or more than one (1) person, or for damage to property damage in an amount of not less than $500,000 1 million combined single limit each Occurrence/General Aggregate and including a per location General Aggregate endorsement. All such insurance will be written on the most current occurrence with respect to their ownedISO Commercial General Liability Form including without limitation, hired or non-personal injury and contractual liability coverage for the performance by Tenant of the indemnity agreements set for in this Lease, which insurance shall include a waiver of subrogation rights in favor of Landlord; 5.1.3 Insurance covering all of Tenant’s furniture and fixtures, machinery, equipment, and any other personal property owned vehicles, assigned to or and used in Tenant’s business and found in, on, or about the performance of Premises, and any leasehold improvements to the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, Premises in an amount no not less than the full replacement cost under Standard Fire and Extended Coverage Policy and all other risks of direct physical loss as insured against under Special Form (“all risk of direct physical loss” coverage). All such insurance will be written on the most current ISO Commercial Property Form. All policy proceeds will be used for the repair or replacement of the property damaged or destroyed; except, however, if this Lease ceases under the provisions of Article 15, Tenant will be entitled to any proceeds resulting from damage to Tenant’s furniture and fixtures, machinery, equipment, and any other personal property; 5.1.4 Worker’s compensation insurance insuring against and satisfying Tenant’s obligations and liabilities under the worker’s compensation laws of the State where the Premises are located, and Employer’s Liability Insurance in the limits required by the laws of the State where the Premises are located, but in an amount not less than $1,000,000 combined single limit. If liability 500,000.00 aggregate; 5.1.5 Such other insurance required by this section is obtained through a “claims made” policy, this coverage related solely to the Premises in such amounts as Landlord or its replacement shall have a retroactive date lender may reasonably require of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State Tenant upon thirty (30) calendar days days’ prior written notice by certified, or registered mail, return receipt requestednotice. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability insurance that it deems necessary Each of Duratek and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insuranceEnergySolutions will, and any each will cause each Subsidiary to: (a) Maintain insurance carried (other than business interruption coverage insurance) including, but not limited to, public liability coverage insurance from responsible companies in such amounts and against such risks to EnergySolutions and each Subsidiary as is prudent and reasonably satisfactory to the Administrative Agent (including, without limitation, larceny, embezzlement, employee fidelity and other criminal misappropriation insurance); (b) Keep their respective assets insured by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage companies or self-insured on terms and in a manner reasonably acceptable to the Administrative Agent against loss or damage by fire, theft, burglary, pilferage, loss in transit, explosions and hazards insured against by extended coverage, in amounts which are prudent for the Permitted Businesses, in accordance with industry standards, and reasonably satisfactory to the Administrative Agent, all premiums thereon to be paid by EnergySolutions and each Subsidiary. (c) Require that each insurance shall be in the form of a certificate of insurance or statement of financial responsibility policy for EnergySolutions and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State its respective Subsidiaries provide for at least thirty (30) calendar days days’ prior written notice by certifiedto the Administrative Agent of any termination of or proposed cancellation or nonrenewal of such policy, or registered mailmaterial reduction in coverage, return receipt requestedand name, other than with respect to directors and officers liability insurance coverage, the Collateral Agent (for itself and for the ratable benefit of the Secured Parties) as additional named loss payee to the extent of the Obligations and additional named insured. 9.6 The DESIGN PROFESSIONAL (d) Subject to Section 5.5(e), proceeds of insurance for EnergySolutions and each Subsidiary paid to the Collateral Agent shall indemnifybe applied to the payment or prepayment of the Obligations as provided under Section 2.10(c) or Section 8.3 hereof, defend and save harmless as applicable. Any balance thereof remaining after payment in full of the State of IdahoObligations shall be paid to EnergySolutions or as otherwise required by law. (e) If in connection with any claim EnergySolutions or any Subsidiary shall be entitled to receive proceeds from any policy for insurance less than $10,000,000, then EnergySolutions or such Subsidiary shall have the right to elect (i) to use such proceeds to repair, replace (including, without limitation, the Division purchase of Public Worksreplacement assets similar in function to the assets as to which such proceeds are received) or rebuild the affected assets within one year after receipt of such proceeds, (name ii) to reinvest such proceeds in assets used or useful to the business of agency)EnergySolutions or its respective Subsidiaries or (iii) to remit such proceeds to the Administrative Agent as provided under Section 5.5(d) hereof. In the event such insurance proceeds from any such claim exceed such threshold, their officers, agents the Administrative Agent shall hold such proceeds pending its receipt from EnergySolutions of a plan for the use of such proceeds and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death the approval of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission such plan by the DESIGN PROFESSIONAL of any term of this contractAdministrative Agent. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL As Additional Rent, Tenant shall maintain such comprehensive general liability procure and maintain, during the term of this Lease, policies of insurance that it deems necessary at Tenant's own cost and advisable expense insuring the following: 1. Landlord and Tenant from all claims, demands or actions for injury to protect its interest and that or death of the State of Idaho. The State of Idaho will be named any person in an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage amount of not less than $500,000 each occurrence with respect to their owned3,000,000.00, hired or non-owned vehicles, assigned for injury to or used death of more than one person in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, any one occurrence in an amount no of not less than $1,000,000 combined single limit3,000,000.00, and for damage to property in an amount of not less then $1,000,000.00 made by, or on behalf of, any person or persons, firm or corporation arising from, related to, or connected with Tenant's use or occupancy of the Leased Premises. 2. If liability insurance required by this section is obtained through a “claims made” policyLandlord and Tenant from all worker's compensation claims; 3. All contents, this and all of Tenant's personal property and Trade Fixtures, machinery, equipment and furniture and furnishings contained in the Leased Premises to the extent of at least ninety percent (90%) of their replacement cost under the standard fire and extended coverage or its replacement shall have a retroactive date of no later than the inception of this Agreementinsurance, including without limitation to, vandalism and malicious mischief and sprinkler leakage endorsements. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-aforesaid insurance shall be issued by companies and in the form form, substance, and amount (where not stated above) reasonably satisfactory to Landlord and any mortgagee of a certificate of insurance or statement of financial responsibility Landlord, and shall include a provision that cancellation, refusal contain standard mortgage clauses satisfactory to renew the policy, or change in any material way the nature or extent of the coverage provided by Landlord's mortgagee. Each such policy or policies will shall name Landlord and its individual members as additional insureds. The aforesaid insurance shall not be ineffective without first giving the State subject to cancellation except after at least thirty (30) calendar days prior written notice by certified, to Landlord and any mortgagee of Landlord. Duplicate original policies (or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State certificates thereof satisfactory to Landlord) together with satisfactory evidence of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees payment of the DESIGN PROFESSIONAL or premiums thereon shall be deposited with Landlord at the DESIGN PROFESSIONAL'S consultants caused by or arising out Commencement Date and renewals thereof not less than thirty (30) days prior to the end of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contractsuch coverage. If Tenant fails to pay the premiums on any of said insurance policies, then after ten (10) days' notice to Tenant and opportunity to cure, Landlord may at its option pay said premiums, and any payments made by Landlord shall constitute Additional Rent which shall become immediately due and payable. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive Section 6.1. Throughout the Primary Term and each Extended Term, Tenant shall, at its own cost and expense, provide and keep in force, for the benefit of Landlord, Tenant and any Mortgagee: (a) broad form commercial general liability insurance that it deems necessary (including protective liability coverage on operations of independent contractors engaged in construction and advisable to protect its interest blanket contractual liability insurance and that certified and non-certified acts of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insuranceterrorism if reasonably available) protecting Landlord, Tenant and any insurance carried by Mortgagee against all claims for damages to person or property or for loss of life or of property occurring upon, in, or about the State Property, if any, written on a per-occurrence basis with limits of Idaho shall be excess and liability of not contributory less than $5,000,000.00 with respect to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage arising from any one occurrence and $10,000,000.00 in general aggregate limit and an umbrella policy in an amount not less than $10,000,000.00 in excess coverage, or such greater limits as may be reasonably required from time to time by any Mortgagee or as may be reasonably required from time to time by Landlord consistent with insurance coverage on properties similarly constructed, occupied and maintained. Such coverage shall waive the insurer's rights of subrogation against Landlord; (b) a standard all-risk property insurance policy in respect of the Property and all installations, additions and improvements which may now or hereafter be erected thereon, including, without limitation, Broad Form Flood (including back-up of sewers and drains, seepage and surface water), ICC, demolition coverage of not less than $500,000 each occurrence with respect 5,000,000 and full coverage for Contingent Operation of Building Laws, and, to their ownedthe extent required by any Mortgagee, hired or Earthquake (if located within a seismic area), and certified and uncertified terrorism coverage in an amount equal to the full replacement value of the Property for non-owned vehiclescertified terrorism and no reduction of limits for certified terrorism, assigned to or used in the performance all of the Workforegoing coverages shall be in an amount sufficient to prevent Landlord and Tenant from becoming co-insurers and in any event in an amount not less than one hundred percent (100%) of the actual replacement value thereof (i.e., including the cost of debris removal but excluding foundations and excavations) as reasonably determined by Landlord from time to time; (c) business interruption insurance covering risk of loss due to the occurrence of any of the hazards covered by the insurance to be maintained by Tenant described in Section 6.1(b) with coverage, for a period of at least eighteen (18) months following the insured-against peril plus six (6) months extended period of indemnity coverage, of 100% of all Rent to be paid by Tenant under this Lease. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS.Coverage under this section (c) arising out of an act of terrorism shall be limited to a period of twelve (12) months; 9.4 The DESIGN PROFESSIONAL shall provide professional (d) Worker's compensation insurance (including employers, liability insurance, unless waived in writing ) covering all persons employed at the Property by Tenant to the extent required by the OWNERlaws and statutes of the state in which the Property is located, including, without limitation, during the course of Work to the Property; (e) boiler insurance, if applicable, in an amount no not less than $1,000,000 one hundred percent (100%) of the actual replacement value thereof and of any improvements in which any such boiler is located (including the cost of debris removal but excluding foundations and excavations) as reasonably determined by Landlord from time to time which insurance includes combined single limit. If liability direct damage and business interruption on a comprehensive basis subject to a deductible of no greater than $ 25,000; (f) if a sprinkler system is located in the Building, sprinkler leakage insurance in amounts reasonably approved by Landlord; and (g) such other or further insurance, in such amounts and in such form, as is customarily obtained by owners of properties similarly located, constructed, occupied and maintained and is available at commercially reasonable rates, or as otherwise reasonably required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than any Mortgagee. Section 6.2. Whenever under the inception terms of this Agreement. The DESIGN PROFESSIONAL must Lease Tenant is required to maintain insurance for the benefit of Landlord, Landlord shall be (a) an additional insured in all such liability insurance for two policies and (2b) years from an additional named insured and as loss payee in all such property policies. In the date services are last provided under this Agreement. The DESIGN PROFESSIONAL event that the Property shall be responsible subject to pay all premiumsany Mortgage, deductibles the commercial general liability insurance shall, if required by such Mortgage, name the Mortgagee as an additional insured and all costs not covered by such insurance. 9.5 Any other insurance provided hereunder shall name the Mortgagee as an additional insured under this article a standard "non-contributory mortgagee" endorsement or its equivalent. All policies of insurance shall provide that such coverage shall be in primary and that any insurance maintained separately by Landlord or the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance Mortgagee shall be excess insurance only, except as otherwise provided in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.Section 6.10

Insurance. 9.1 DESIGN PROFESSIONAL Lessee shall maintain such comprehensive general insurance as follows: (a) Professional liability insurance that it deems necessary in at least the amount of $1,000,000 per occurrence, $2,000,000 aggregate with a $10,000,000 umbrella. All such liability insurance shall name each of Lessor and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named Mortgagee as an additional insured on any general liability and property policies carried and required by this Agreementinsured; (b) Liability insurance in an amount equal to at least $1,000,000 per occurrence, $2,000,000 aggregate, with a $10,000,000 umbrella. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' All such liability insurance with a minimum limit shall name each of $100,000.Lessor and Mortgagee as an additional insured; 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury (c) All-risk" coverage on the Facility, including all improvements, equipment and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNERinventory, in an amount no not less than $1,000,000 combined single limit. If liability insurance the replacement cost thereof, insuring against such potential causes of loss as shall be required by this section Lessor, including but not limited to loss or damage from wind, fire, ice, subsidence and, if requested by Lessor, earthquake; (d) Business income insurance (including rental value if the Facility is obtained through leased in whole or part) equal to not less than twelve (12) months estimated gross revenues less expenses not ordinarily incurred during the period of business interruption; and (e) Workers compensation insurance as required by the laws of the State where the Facility is located. Each of the policies described in (c) and (d) shall name Lessor (or, if directed by Lessor, Mortgagee) as mortgagee and loss payee under a “claims made” policystandard non-contributory mortgagee and lender loss payable clause, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision provide that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State Lessor and Mortgagee shall receive not less than thirty (30) calendar days written notice prior to cancellation. The proceeds of either of the policies described in (c) and (d) shall be payable by certifiedcheck jointly payable to Lessee and to Lessor (or, if directed by Lessor, Mortgagee) and delivered to Lessor (or, if directed by Lessor, Mortgagee). Lessee appoints Lessor and Mortgagee as Lessee's attorney-in-fact to cause the issuance of or an endorsement of any policy to bring Lessee into compliance herewith and, at the sole option of Lessor and Mortgagee, to make any claim for, receive payment for, and execute and endorse any documents, checks or other instruments in payment for loss, theft, or registered maildamage covered under any such insurance policy; however, return receipt requested. 9.6 The DESIGN PROFESSIONAL in no event will Lessor or Mortgagee be liable for failure to collect any amounts payable under any insurance policy. Lessee agrees and acknowledges that the application of insurance proceeds shall indemnifybe governed by Section 4.4 of that certain Loan Agreement of even date herewith between Mortgagee and Lessor. If Lessor shall in any manner resume possession of the Premises, defend and save harmless Lessor shall thereupon become, subject to the State terms of Idahothe Mortgage, the Division sole owner of Public Worksall insurance policies held by or required hereunder to be delivered to Lessor, (name of agency)with the sole right to collect and retain all unearned premiums and dividends thereon, their officersand Lessee shall only be entitled to a credit, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees in reduction of the DESIGN PROFESSIONAL or then outstanding indebtedness secured hereby, in the DESIGN PROFESSIONAL'S consultants caused by or arising out amount of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contractcancellation refund. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL A. At all times during the term of this Lease, Lessee shall maintain such comprehensive general liability insurance that it deems necessary procure and advisable to protect maintain, at its interest own expense, all of the following coverage and that in the amounts described below: (1) Regardless of the minimum statutory requirements of the State of IdahoCalifornia, employer liability coverage under Workers’ Compensation Insurance will have minimum limits of no less than $1,000,000; (2) Commercial General Liability (CGL) insurance shall be maintained with minimum limits of $2,000,000 each occurrence; $2,000,000 General Aggregate; and $2,000,000 Products/Completed. The State Operations Aggregate. CGL insurance shall be written on ISO occurrence form CG 00 01 or equivalent and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract (including the tort liability of Idaho will be named an another assumed in a business contract). Such CGL insurance shall name and include Lessor and Sierra Pacific Holding Company, and all subsidiaries and affiliates of both, as Additional Insureds using ISO additional insured on any general liability and property policies carried and required by this Agreement. The endorsement CG 20 10 11 85 or its equivalent; and (3) A fire insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage policy in an amount of not less than One Million Five Hundred Thousand Dollars ($500,000 each occurrence 1,500,000) including an ordinance or law endorsement, debris removal (with respect pollutant clean-up) endorsement, and a lost rent endorsement for the benefit of Lessor. Such insurance shall insure against loss or damage by fire of all buildings, improvements, and equipment on the Premises, including alterations, additions, and improvements with Lessor named as loss payee. B. All policies and coverage procured by Lessee as required herein (collectively, “Policies”) shall include a separation of insureds clause. The Policies shall not include a deductible in excess of $10,000.00 per loss without Lessor’s written approval. The Policies shall include a waiver of subrogation and a provision that specifies the Policies are primary to their owned, hired or and non-owned vehiclescontributory with any insurance held by Lessor and shall be endorsed such that the waiver of subrogation shall not affect its right, assigned or any named additional insured’s right, to recover under such insurance policy. C. All Policies described shall be procured to the satisfaction of Lessor and shall be underwritten by an insurer acceptable to Lessor (must be rated A-: VII or used better in the performance A.M. Best’s Key Rating Guide and licensed to do business in the State of California or issued as a surplus line by a surplus line broker in the State of California). Prior to taking possession of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL Premises, Lessee shall provide professional liability Lessor with a certificate of insurance, unless waived in writing with Additional Insured Endorsement attached if applicable, evidencing the Policies required herein. If Lessor has other insurance that is applicable to any loss on an excess or contingent basis, the amount of Lessee’s liability under the Policies cannot be reduced by the OWNERexistence of such other insurance. Such certificate of insurance shall provide that the coverage required herein shall not be cancelled or reduced except by written notice to Lessor, in an amount no less than $1,000,000 combined single limitgiving at least thirty (30) days prior to the effective date of such cancellation or reduction. In the event the coverage evidenced by any such certificate is cancelled or reduced, Lessee shall procure and furnish to Lessor, before the effective date of such cancellation or reduction, a new certificate conforming to the above requirements. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date Lessee has failed for any reason to secure the Policies to the satisfaction of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two Lessor within thirty (230) years days from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiumsEffective Date, deductibles and all costs or if Lessor has not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of been furnished a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State as aforesaid within thirty (30) calendar days written from the Effective Date, then Lessor shall have the right, in addition to any other remedy available to it, to (i) immediately terminate this Lease on oral notice to Lessee or (ii) secure any or all of said Policies and Lessee shall immediately reimburse Lessor for the cost of such Policies upon request by certified, or registered mail, return receipt requestedLessor. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State D. All insurance certificates or other evidence of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given coverage required to be submitted to Lessor pursuant to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.Section Nine shall be sent to:

Insurance. 9.1 DESIGN PROFESSIONAL a. Seller shall maintain such comprehensive general liability at all times while carrying out its obligations under this Purchase Order, at its own expense, insurance that it deems necessary and advisable to protect its interest and that of the State types and in the limits set forth below in this Section. All policies of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and insurance required by pursuant to this Agreement. The insurance afforded Section shall be primary insurance, issued by insurance companies authorized to provide that class of insurance where the Services are to be performed and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit rating of $100,000.A-: VII by A.M. Best & Company: 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability 1. A fully-paid Commercial General Liability insurance policy in form and amount and with a combined single limit for bodily injury and property damage deductibles acceptable to Harvard, but with limits of not less than $500,000 each 1,000,000 per occurrence and $2,000,000 aggregate annual liability with respect to their ownedbodily injury, hired personal injury, property damage and products/operations liability; and 2. Professional liability or non-owned vehicleserrors and omissions insurance in form and amount and with deductibles satisfactory to Harvard, assigned to or used in the performance but with limits of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no not less than $1,000,000 combined single limitper claim and $2,000,000 annual aggregate. b. If the liability or errors and omissions policies described above are claims-made policies, Seller shall maintain such insurance (directly or through tail coverage) for a period of not less than three years after the termination or expiration of this Purchase Order. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a The retroactive date applicable to such claims-made insurance, if any, must precede the first date on which Services was performed. c. Upon request, Seller shall promptly submit certificates of no later than said policies to Harvard evidencing that the inception required coverages are in effect. Each certificate shall name “President and Fellows of Harvard College, its subsidiary and affiliated companies, and officers, directors, members of governing boards, employees and agents of any of them” as additional insureds and shall waive the insurer’s rights to recover any insurance payments from Harvard. d. Seller shall provide at least 30 days’ written notice to Harvard prior to any cancellation or non-renewal of coverage, or modification of coverage that would cause it not to comply with the first paragraph of this AgreementSection. The DESIGN PROFESSIONAL must maintain In the event of cancellation because of non-payment of premium, Seller shall provide Harvard with written notice of the insurer’s intent to cancel within 3 business days of Seller’s receipt of such liability insurance for two (2) years notice from the date services are last provided insurer. e. Coverage afforded Additional Insureds under this Agreement. The DESIGN PROFESSIONAL the Seller’s policies shall be responsible to pay all premiums, deductibles and all costs not covered by such primary insurance. 9.5 . Any other insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance available to the Additional Insureds shall be in the form excess of a certificate of this insurance or statement of financial responsibility and shall include a provision that cancellation, refusal not contribute to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requestedit. 9.6 The DESIGN PROFESSIONAL f. Service Provider shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.addition maintain:

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability (a) Service Provider will maintain, at its own cost and expense, the following types and amounts of insurance that it deems necessary with insurers rated "A" "VII" or better by A.M. Best and advisable to protect its interest and that of licensed in the State of IdahoNew York: 1) Commercial General Liability insurance, written on an occurrence basis including, but not limited to, coverage for contractual liability, products and completed operations, personal injury, bodily injury and broad form property damage liabilities with liability limits not less than $1,000,000 per occurrence and annual aggregate. The State Products and completed operations insurance shall be maintained for 3 years following termination of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary . 2) When working on-site at Columbia facilities or at Columbia sponsored events, (i) Workers' Compensation and Employers Liability insurance, covering each employee of Service Provider engaged in the performance of work under this Agreement, with minimum limits of liability in accordance with applicable state law in the case of Workers' Compensation insurance, and any insurance carried with not less than the following limits of liability in the case of Employers Liability insurance: Workers' Compensation - Coverage A – Statutory; Employers Liability -Coverage B- Each Accident - $1,000,000; Policy Limit - $1,000,000; Each Employee by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONALDisease - $1,000,000. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes (ii) Automobile Liability insurance covering all employees owned, non-owned and employers' liability insurance hired vehicles used in connection with a minimum limit the performance of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance work under this Agreement, with a combined single limit of liability for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance 2,000,000 per occurrence. 3) Each of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL policies required by subsections (1) and (2.ii) above shall provide professional liability insurance, unless waived in writing by that the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage company pay the costs of defense (including attorneys' fees) of any suit or proceeding against Columbia University or its replacement trustees, officers, agents, or employees, alleging any omission or act relating to this Agreement, and seeking damages on account thereof, even if such suit is groundless, false or fraudulent. These insurances shall have a retroactive date of no later than be primary and shall be written to cover claims incurred, discovered, manifested or made during or after the inception expiration of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance Insurance procured by Service Provider shall not reduce or limit Service Provider's obligation to indemnify and defend Columbia University or Service Provider’s liabilities for two (2) years claims made or suits brought which result from or are in connection with the date services are last provided under performance of this Agreement. The DESIGN PROFESSIONAL Any insurance Columbia University may purchase shall be responsible to pay all premiums, deductibles excess and all costs not covered by such insurancenon-contributory. 9.5 Any (b) Prior to commencement of the work, Service Provider will deliver certificates of insurance provided under this article shall be in to the form University providing evidence of policies or contracts for insurance with insurers of good standingthe coverage required above. Evidence of such insurance coverage or self-insurance shall be in the form of a Each certificate of insurance or statement of financial responsibility and shall include provide for a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days -day written notice by certifiedof cancellation or material change and, or registered mailwith the exception of Workers’ Compensation and Employers Liability Insurance, return receipt requested. 9.6 shall name The DESIGN PROFESSIONAL shall indemnifyTrustees of Columbia University in the City of New York, defend and save harmless the State of Idahoits trustees, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liabilityas additional insured. Certificates of insurance are to be sent to the Director of Service Agreements, claimsColumbia University, damagesPurchasing Office, losses▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, expenses▇▇▇ ▇▇▇▇▇, actions and suits whatsoever▇▇▇ ▇▇▇▇, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract▇▇ ▇▇▇▇▇. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability (a) Customer, at Customer’s sole cost, will procure and keep in full force and effect, from the initial delivery date until the return of all Equipment the following policies of insurance that it deems necessary satisfactory to DSMBI as to the insurer and advisable as to protect its interest the form and that amount of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurancecoverage, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL.with premiums prepaid: 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation i) Commercial General Liability Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum combined single limit of $100,0001,000,000 per occurrence, written on an occurrence form, including coverage for premises, operations, contractual liability, broad form property damage, independent contractors and personal injury liability naming DSMBI as an additional insured. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance ii) Commercial Property Insurance protecting against all loss and damages, at full replacement cost, sustained or suffered due to the loss of or damage to the Equipment as a result of collision, fire, lightning, theft, flood, windstorm, explosion or any other casualty, naming DSMBI as a loss payee, with a combined single limit for bodily injury and property damage maximum deductible of not less than $500,000 each occurrence with respect 500. (b) Customer will deliver certificates evidencing all such insurance to their ownedDSMBI within fourteen (14) days after delivery of the Equipment to Customer’s site, hired or non-owned vehiclestime being of the essence; except that, assigned if Customer elects to or used enroll in the performance Damage Waiver Option, Customer will not have to deliver certificates of insurance to DSMBI for the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing type of risks covered by the OWNER, in an amount no less than $1,000,000 combined single limitDamage Waiver Option as elected by Customer. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of Each certificate will state that such insurance coverage will not terminate or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective materially changed without first giving the State thirty (30) calendar days days’ prior written notice to DSMBI. (c) If Customer fails to deliver the insurance certificate as required by certifiedparagraph (b) on the date required, Customer will be in default under this Lease. In addition to all the other remedies for default under this Lease, DSMBI may (i) impose upon Customer a one- time fee for insurance processing of One Hundred Dollars ($100) and (ii) assess as additional rent an uninsured lessee fee of ten percent (10%) of the monthly rental from the start of the lease term until the required insurance certificate is delivered to DSMBI. (d) Obtaining insurance as described above will not affect Customer’s obligations and indemnities under this Lease, and the loss, damage to, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State destruction of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or Equipment will neither terminate this Lease nor, except to the DESIGN PROFESSIONAL'S consultants caused extent that DSMBI is actually compensated by or arising out of the negligent performanceinsurance paid for by Customer, act or omission by the DESIGN PROFESSIONAL relieve Customer of any term of this contract. 9.7 All express representations, indemnifications or limitations of Customer’s liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reasonLease.

Insurance. 9.1 DESIGN PROFESSIONAL Throughout the Term and for such additional periods as may be specified below, Seller and, to the extent not covered by Seller’s insurance policies, its contractors and subcontractors shall, at their own expense, provide and maintain in effect the insurance policies and minimum limits of coverage specified below, and such additional coverage as may be required by Applicable Laws, with insurance companies which are authorized to do business in the state in which the services are to be performed and which have an A.M. Best’s Insurance Rating of not less than A-:VII. The minimum insurance requirements specified herein do not in any way limit or relieve Seller of any obligation assumed elsewhere in this Agreement, including Seller’s defense and indemnity obligations. Workers’ Compensation Insurance with the statutory limits required by the state having jurisdiction over Seller’s employees; Employer’s Liability Insurance with limits of not less than: Bodily injury by accident – One Million dollars ($1,000,000) each accident Bodily injury by disease – One Million dollars ($1,000,000) policy limit Bodily injury by disease – One Million dollars ($1,000,000) each employee Commercial General Liability Insurance (which, except with the prior written consent of SCE and subject to Sections 14.07(c)(i) and (ii), shall maintain such comprehensive general be written on an “occurrence,” not a “claims-made” basis), covering all operations by or on behalf of Seller arising out of or connected with this Agreement, including coverage for bodily injury, property damage, personal and advertising injury, products/completed operations, and contractual liability. Such insurance shall bear a per occurrence limit of not less than One Million dollars ($1,000,000) and annual aggregate of not less than Two Million Dollars ($2,000,000), exclusive of defense costs, for all coverages. Such insurance shall contain standard cross-liability insurance that it deems necessary and advisable severability of interest provisions. If Seller elects, with SCE’s written concurrence, to protect its interest and that use a “claims made” form of Commercial General Liability Insurance, then the following additional requirements apply: The retroactive date of the State policy must be on or prior to the Effective Date; and Either the coverage must be maintained for a period of Idahonot less than four (4) years after this Agreement terminates, or the policy must provide for a supplemental extended reporting period of not less than four (4) years after this Agreement terminates. The State of Idaho will be named an additional insured on any general liability Commercial Automobile Liability Insurance covering bodily injury and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance damage with a combined single limit for bodily injury and property damage of not less than One Million dollars ($500,000 each occurrence with respect to their owned1,000,000) per occurrence. Such insurance shall cover liability arising out of Seller’s use of all owned (if any), hired or non-owned vehicles, assigned to or used and hired vehicles in the performance of this Agreement. Pollution Liability Insurance, (which, except with the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL prior written consent of SCE and subject to Sections 14.07(e)(i) and (ii), shall provide professional liability insurance, unless waived in writing by the OWNER, in be written on an amount no “occurrence” or a “claims-made” policy form) with limits of not less than [__] Million dollars ($1,000,000 combined single limit[__],000,000) {SCE Note: Amount will be equal to $1 million per MW of Contract Capacity, capped at $5 million} per occurrence or each claim and in the annual aggregate, covering losses involving Hazardous Material(s) and caused by pollution incidents or conditions that arise from the Project, including coverage for bodily injury, sickness, disease, mental anguish or shock sustained by any person, including death, property damage including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically damaged or destroyed, and defense costs. If liability insurance required by this section is obtained through Seller elects, with SCE’s written concurrence, to use a “claims made” policyform of Pollution Liability Insurance, this coverage or its replacement shall have a then the following additional requirements apply: The retroactive date of no later the policy must be prior to the Effective Date; and Either the coverage must be maintained for a period of not less than three (3) years after this Agreement terminates, or the inception policy must provide for a supplemental extended reporting period of not less than three (3) years after this AgreementAgreement terminates. Umbrella/Excess Liability Insurance, written on an “occurrence,” not a “claims-made” basis, providing coverage excess of the underlying Employer’s Liability, Commercial General Liability, Pollution Liability Insurance, and Commercial Automobile Liability insurance, on terms at least as broad as the underlying coverage, with limits of not less than [__] Million dollars ($[__],000,000) {SCE Note: Amount will be equal to $1 million per MW of Contract Capacity, capped at $20 million} per occurrence and in the annual aggregate. The DESIGN PROFESSIONAL insurance requirements under this Section 14.07 can be provided in part by the combination of Seller’s primary commercial general liability and excess liability policies. If Seller elects, with SCE’s written concurrence, to use a “claims made” form of Umbrella/Excess Liability Insurance, then the following additional requirements apply: The retroactive date of the policy must maintain such liability insurance be prior to the Effective Date; and Either the coverage must be maintained for two a period of not less than three (23) years from after this Agreement terminates, or the date services are last provided under policy must provide for a supplemental extended reporting period of not less than three (3) years after this AgreementAgreement terminates. The DESIGN PROFESSIONAL All policies required by Sections 14.07(a) through (f) shall be responsible to pay all premiums, deductibles and all costs not covered by such insurancewritten on a “per project” or “per contract” basis. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL (a) Grantor shall maintain such obtain and maintain, or cause to be maintained, insurance for Grantor and the Property providing at least the following coverages: (i) comprehensive all risk insurance on the Improvements and the Personal Property, including contingent liability from Operation of Building Laws, Demolition Costs and Increased Cost of Construction Endorsements, in each case (A) in an amount equal to 100% of the “Full Replacement Cost,” which for purposes of this Security Instrument shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation, (B) containing an agreed amount endorsement with respect to the Improvements and Personal Property waiving all co-insurance provisions; and (C) providing for no deductible in excess of $250,000; (ii) commercial general liability insurance that it deems necessary and advisable against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Property, such insurance (A) to protect its interest and that of be on the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance so-called “occurrence” form with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence 2,000,000; and (B) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an “if any” basis; (3) independent contractors; and (4) blanket contractual liability for all written and oral contracts; (iii) at all times during which structural construction, repairs or alterations are being made with respect to their owned, hired the Improvements (A) owner’s contingent or protective liability insurance covering claims not covered by or under the terms or provisions of the above mentioned commercial general liability insurance policy; and (B) the insurance provided for in Subsection 3.3(a)(i) written in a so-called builder’s risk completed value form (1) on a non-owned vehiclesreporting basis, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from against all risks insured against pursuant to Subsection 3.3 (a)(i), (3) including permission to occupy the date services are last Property, and (4) with an agreed amount endorsement waiving co-insurance provisions; (iv) workers’ compensation, subject to the statutory limits of the state in which the Property is located, and employer’s liability insurance with a limit of at least $1,000,000 per accident and per disease per employee, and $1,000,000 for disease aggregate in respect of any work or operations on or about the Property, or in connection with the Property or its operation (if applicable); (v) comprehensive boiler and machinery insurance, if applicable, in amounts as shall be reasonably required by Beneficiary; and (vi) flood hazard insurance if any portion of the Improvements is currently or at any time in the future located in a federally designated “special flood hazard area”; and (vii) such other insurance as may be required pursuant to the terms of the Indenture. (b) All insurance provided for in Subsection 3.3 (a) hereof shall be obtained under this Agreementvalid and enforceable policies (the “Policies” or in the singular, the “Policy”), in such forms and as may be reasonably satisfactory to Beneficiary, issued by financially sound and responsible insurance companies authorized to do business in the state in which the Property is located and approved by Beneficiary. The DESIGN PROFESSIONAL shall be responsible to pay all premiumsinsurance companies must have a general policy rating of A or better and a financial class of VI or better by A.M. Best Company, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State Inc.. Not less than thirty (30) calendar days prior to the expiration dates of the Policies theretofore furnished to Beneficiary pursuant to Subsection 3.3(a), certified copies of the Policies (or certificates evidencing the coverage afforded thereby) marked “premium paid” or accompanied by evidence reasonably satisfactory to Beneficiary of payment of the premiums due thereunder (the “Insurance Premiums”), shall be delivered by Grantor to Beneficiary. (c) Grantor shall not obtain (i) any umbrella or blanket liability or casualty Policy unless Beneficiary’s interest is included therein as provided in this Security Instrument and such Policy is issued by a Qualified Insurer, or (ii) separate insurance concurrent in form or contributing in the event of loss with that required in Subsection 3.3(a) to be furnished by, or which may be reasonably required to be furnished by, Grantor. In the event Grantor obtains separate insurance or an umbrella or a blanket Policy, Grantor shall notify Beneficiary of the same and shall cause certified copies of each Policy (or certificates evidencing the coverage afforded thereby) to be delivered as required in Subsection 3.3(a). Any blanket insurance Policy shall specifically allocate to the Property the amount of coverage from time to time required hereunder and shall otherwise provide the same protection as would a separate Policy insuring only the Property in compliance with the provisions of Subsection 3.3(a). (d) All Policies of insurance provided for or contemplated by Subsection 3.3(a), except for the Policy referenced in Subsection 3.3(a)(v), shall name Beneficiary and Grantor as the insured or additional insured, as their respective interests may appear, and in the case of property damage, boiler and machinery, and flood insurance, shall contain a so-called New York standard non-contributing mortgagee clause in favor of Beneficiary providing that the loss thereunder shall be payable to Beneficiary. (e) All Policies of insurance provided for in Subsection 3.3(a) shall contain clauses or endorsements to the effect that: (i) the Policy shall not be materially changed (other than to increase the coverage provided thereby) or cancelled without at least 30 days’ written notice to Beneficiary; and (ii) each Policy shall provide that the issuers thereof shall give written notice to Beneficiary if the Policy has not been renewed thirty (30) days prior to its expiration. (f) If at any time Beneficiary is in receipt of written evidence that all insurance required hereunder is not in full force and effect, Beneficiary shall have the right, without notice to Grantor to obtain such insurance coverage as is required hereunder, and all expenses incurred by certifiedBeneficiary in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Grantor to Beneficiary upon demand. (g) If the Property shall be damaged or destroyed, in whole or in part, by fire or other casualty, Grantor shall give prompt notice of such damage to Beneficiary and, at the election of Grantor, either redeem Notes in the principal amount equal to the Net Proceeds payable in connection with such fire or other casualty, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend promptly commence and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive diligently prosecute the completion of all services the repair and restoration of DESIGN PROFESSIONAL under this Agreement the Property as nearly as possible to the condition the Property was in immediately prior to such fire or other casualty, with such alterations as may be reasonably approved by Beneficiary (the termination “Restoration”) and otherwise in accordance with Section 4.2 of this Agreement for Security Instrument; it being understood, however, that if Grantor elects to restore the Property, Grantor shall not be obligated to restore the Property to the precise condition of the Property prior to any reasoncasualty or other damage or injury to the Property if the restoration or repair to be performed shall have no material effect on the fair market value of the Property as compared to the fair market value of the Property if the same had been restored or repaired to its precise condition immediately prior to such taking or casualty. If Grantor elects to restore the Property, Grantor shall pay all costs of such Restoration whether or not such costs are covered by insurance.

Insurance. 9.1 DESIGN PROFESSIONAL shall (a) Tenant will at all times maintain such comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that on the Leased Premises of the State following character: (i) insurance against loss or damage to the Leased Premises and Tenant’s property, including leasehold improvements, by fire, lightning, flood, windstorm, hail, explosion, smoke, vandalism, malicious mischief, vehicle damage and other risks included under “all risk” policies (including, but not limited to, boiler and machinery breakdown) and such other risks as are or shall customarily be insured against with respect to property that is similar to the Leased Premises, in amounts sufficient to prevent Landlord or Tenant from becoming a coinsurer of Idaho. The State any loss under the applicable policies, but in any event in amounts not less than the full replacement value of Idaho will be named an additional insured on any general liability the Leased Premises and property policies carried and required by this Agreement. The naming Landlord as a loss payee as Landlord’s interest appear; (ii) Commercial General Liability insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit against claims for bodily injury and injury, death or property damage occurring on, in or about the Leased Premises and the adjoining streets, sidewalks and passageways, such insurance to afford protection of not less than a limit of $500,000 each occurrence 10,000,000 combined single limit per occurrence; all such insurance may be met with respect combinations of primary and excess/umbrella policies that meet these requirements. All policies providing the required liability coverage shall be endorsed to their ownedadd Landlord as an Additional Insured, hired or non-owned vehiclesTenant’s coverage shall be primary to Landlord’s coverage, assigned to or used and Landlord’s coverage shall only be excess and non contributory of all coverage provided by Tenant; (iii) statutory workmen’s compensation and employer’s liability insurance in the performance amount of at least $1,000,000 per person covering all persons employed by Tenant in connection with any work done on or about the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS.Leased Premises in connection with which claims for death or bodily injury could be asserted against Landlord, Tenant or the Leased Premises; 9.4 The DESIGN PROFESSIONAL shall provide professional (iv) automobile liability insurance, unless waived in writing by the OWNER, insurance in an amount no not less than $1,000,000 combined single limitlimit per accident for owned, leased and non owned vehicles of Tenant; and (v) such other insurance on the Leased Premises, to the extent available at commercially reasonable rates, in such amounts and against such other insurable hazards which at the time are commonly obtained in the case of property similar to the Leased Premises by similarly situated tenants. Such insurance shall be written by companies: rated at least A-minus XII as listed in the most recent edition of Best’s Key Rating Guide; which are authorized to do insurance business in the State of Georgia. Landlord shall not be required to prosecute any claim against any insurer or to contest any settlement proposed by an insurer. Tenant shall, at its sole cost and expense, prosecute any such claim and, if necessary, may contest any such settlement, and in such event Tenant may bring any such prosecution or contest in the name of Landlord, Tenant or both and Landlord will join therein at Tenant’s written request upon the receipt by Landlord of an indemnity from Tenant against any and all costs, liabilities and expenses in connection with such prosecution or contest. (b) Every such policy shall contain, to the extent obtainable at reasonable rates, an agreement by the insurer that it will not cancel such policy except after 30 days’ prior written notice to Landlord and to Tenant, in the event of cancellation for non payment of premium 10 days’ prior written notice will be given, and that any loss otherwise payable thereunder shall be payable notwithstanding any act or negligence of Landlord or Tenant which might, absent such agreement, result in a forfeiture of all or a part of such insurance payment and notwithstanding any change in title of ownership of the Leased Premises or the Retained Premises. All such policies shall also contain a waiver of subrogation in favor of Landlord. (c) Tenant shall deliver to Landlord promptly after the execution and delivery of this Lease, certificates of the insurers evidencing all the insurance which is then required to be maintained by Tenant hereunder, and Tenant shall, within 5 days prior to the expiration of any such insurance furnish new or other certificates of insurers evidencing the renewal or replacement of such insurance. Should Tenant fail to effect, maintain, renew or replace any insurance required to he provided by Tenant in this Section 13, or to pay the premium therefor, or to deliver to Landlord any of such policies or certificates, then in any of said events Landlord, at its option, but without obligation so to do, may procure such insurance, and any sums expended by it to procure any such insurance shall be Additional Rent hereunder and shall be repaid by Tenant within 5 days after receipt of bills therefor from Landlord. (d) Landlord shall not obtain or carry separate insurance on the Leased Premises concurrent in form or contributing in the event of loss with that required in this Section 13, except as provided in subsection (c) hereof. Except as set forth above in subsection (c) hereof, all insurance procured by Landlord shall be at Landlord’s sole cost and expense. (e) Tenant shall not do or permit to be done anything which shall invalidate the insurance policies referred to in subsection (a). If liability Tenant does or permits to be done anything such as making alterations or additions to the Leased Premises which shall increase the cost of Landlord’s insurance required by this section is obtained through a “claims made” policypolicies, this coverage then Tenant shall forthwith upon Landlord’s demand reimburse Landlord for any additional premiums attributable to any act or its replacement shall have a retroactive date omission or operation of no later than Tenant causing such increase in the inception cost of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any (f) Tenant acknowledges that Landlord provides no insurance provided under coverage for any Improvements or other property, real or personal, at the Leased Premises and that subject to the requirements of this article Section 13, Tenant shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of procure such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requestedamounts as Tenant deems appropriate. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agencyg) Subject to Section 9(a), their officers, agents Tenant agrees to release and employees hold harmless Landlord from and against any liabilityloss or damage to all Improvements or other property located on the Leased Premises. Tenant agrees to cause its insurers, claimsto the extent obtainable, damages(i) to agree to such release, losses(ii) to waive all rights of subrogation against Landlord, expenses, actions and suits whatsoever, including injury (iii) to agree that such release shall not impair or death of others or any employees of invalidate the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contractinsurance policies being provided to Tenant. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL At all times during the Term, KeHE shall maintain such comprehensive general liability maintain, at its expense, occurrence based insurance that it deems necessary coverage (the “Insurance Coverage”) in the types and advisable amounts as follows: ● Workers’ Compensation and Employer’s Liability insurance affording compensation benefits for all of its employees in an amount sufficient to protect its interest meet all statutory requirements and that of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' employer’s liability insurance with a minimum limit limits of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance [*CONFIDENTIAL*] for each accident or disease; ● Commercial General Liability Insurance with a combined single limit of [*CONFIDENTIAL*] per occurrence and [*CONFIDENTIAL*] in the aggregate for personal injury, bodily injury (including wrongful death), and property damage liability inclusive of coverage for all premises and operations, broad form property damage,; ● Automobile Liability Insurance with a combined single limit of [*CONFIDENTIAL*] per occurrence for injuries, including accidental death and property damage; ● Products Liability Insurance with limits not less than $500,000 each [*CONFIDENTIAL*] per occurrence; ● Umbrella or Excess Liability Insurance with limits not less than [*CONFIDENTIAL*] per occurrence that provides additional limits for employer’s liability, commercial general liability, automobile liability and products liability insurance. ● The Insurance Coverage will be from an insurance company classified by A M Best as a Class IV or larger with respect to their owneda Financial Strength Rating of at least A, hired or non-owned vehicles, assigned to or used in the performance A-. None of the WorkInsurance Coverage amounts will be construed as a limitation on KeHE’s potential liability. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception In connection with KeHE’s execution of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance KeHE will provide SFM with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate certificates of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent evidencing all of the coverage provided by such policy or policies referenced insurance policies, which will be ineffective without first giving the State thirty (30) calendar days written notice by certified, renewed annually or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend as policy renewals occur. Except for Workers’ Compensation and save harmless the State of IdahoEmployers Liability, the Division of Public Worksrequired insurance policies will, (at KeHE’s expense, name of agency)“SFM, their officers, agents LLC together with its subsidiaries and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contractaffiliates as additional insureds. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.”

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability insurance that it deems necessary and advisable In order to protect its interest and that insure the fulfillment of the State above referenced indemnity provision and protect ▇▇▇▇▇▇ against all claims or demands that may arise or be claimed on account of Idaho▇▇▇▇▇▇'s use of the Leased Premises, ▇▇▇▇▇▇ hereby agrees to maintain, at all times during any term of this Lease, at ▇▇▇▇▇▇'s sole cost, the following insurance: 1. The State Commercial General Liability Policy in the minimum amount of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of One Million Dollars ($100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a 1,000,000) (combined single limit for bodily injury and property damage of not less than $500,000 each damage) per occurrence with respect a two million dollar ($2,000,000) aggregate coverage for bodily injury or death, property damage and personal injury; 2. Damages to their owned, hired or non-owned vehicles, assigned to or used Rented Premises coverage in the performance minimum amount of $100,000; and 3. Medical Expenses coverage in the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an minimum amount no less than of $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement10,000. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-required insurance shall be written by a company or companies acceptable to Lessor, authorized to engage in the form business of a certificate general liability insurance in the state of Texas, and name Lessor as an additional insured. Furthermore, said insurance or statement of financial responsibility shall be primary as to any other existing, valid, and collectible insurance. Lessee shall include a provision deliver to Lessor annual certificates demonstrating that cancellation, refusal to renew the policy, or change in any material way the nature or extent said insurance is paid up and copies of the coverage provided by such policy or insurance policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission issued by the DESIGN PROFESSIONAL of insurance companies. ▇▇▇▇▇▇ further agrees to maintain at all times during any term of this contract. 9.7 All express representationsLease, indemnifications or limitations at ▇▇▇▇▇▇'s cost, broad coverage fire and casualty insurance on its property and to provide Lessor with a copy of liability made in or given to this Agreement the policy and a certificate issued by the insurance company demonstrating that insurance is paid up. Lessee’s property will survive not be covered by any hazard insurance that may be carried by Lessor. The Lessee assumes the completion risk of loss on all services contents of DESIGN PROFESSIONAL under this Agreement or the termination Leased Premises owned by the Lessee, excluding the building structures and improvements owned by the Lessor. Lessee shall, within Ten (10) calendar days from the execution of this Agreement Lease, obtain a certified statement by each insurance carrier containing a clause providing that the insurance carrier will give Lessor Thirty (30) days' written notice before any cancellation shall be effective. The insurance policies shall be provided by Lessee and shall be for any reasona period of at least One (1) year.

Insurance. 9.1 DESIGN PROFESSIONAL 11.1 Tenant shall maintain such comprehensive general liability keep in force throughout the Term: (a) a Commercial General Liability insurance that it deems necessary and advisable policy or policies to protect its interest and that the Landlord Entities against any liability to the public or to any invitee of Tenant or a Landlord Entity incidental to the State use of Idaho. The State or resulting from any accident occurring in or upon the Premises with a limit of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess not less than $1,000,000.00 per occurrence and not contributory less than $2,000,000.00 in the annual aggregate, or such larger amount as Landlord may prudently require from time to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes time, covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage liability and $1,000,000 products/completed operations aggregate; (b) Business Auto Liability covering owned, non-owned and hired vehicles with a limit of not less than $1,000,000 per accident; (c) insurance protecting against liability under Worker’s Compensation Laws with limits at least as required by statute; (d) Employers Liability with limits of $500,000 each occurrence with respect accident, $500,000 disease policy limit, $500,000 disease—each employee; (e) All Risk or Special Form coverage protecting Tenant against loss of or damage to their ownedTenant’s alterations, hired additions, improvements, carpeting, floor coverings, panelings, decorations, fixtures, inventory and other business personal property situated in or non-owned vehicles, assigned about the Premises to or used in the performance full replacement value of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSproperty so insured; and, (f) Business Interruption Insurance with limit of liability representing loss of at least approximately six months of income. 9.4 The DESIGN PROFESSIONAL 11.2 Each of the aforesaid policies shall (a) be provided at Tenant’s expense; (b) name the Landlord and building management company, if any, as additional insureds; (c) be issued by an insurance company with a minimum Best’s rating of “A:VII” during the Term; and (d) provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-that said insurance shall not be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State canceled unless thirty (30) calendar days prior written notice (ten days for non-payment of premium) shall have been given to Landlord; and said policy or policies or certificates thereof shall be delivered to Landlord by certified, or registered mail, return receipt requestedTenant upon the Commencement Date and at least thirty (30) days prior to each renewal of said insurance. 9.6 The DESIGN PROFESSIONAL 11.3 Whenever Tenant shall indemnifyundertake any alterations, defend additions or improvements in, to or about the Premises (“Work”) the aforesaid insurance protection must extend to and save harmless include injuries to persons and damage to property arising in connection with such Work, without limitation including liability under any applicable structural work act, and such other insurance as Landlord shall require; and the State policies of Idaho, or certificates evidencing such insurance must be delivered to Landlord prior to the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL commencement of any term of this contractsuch Work. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL (a) Tenant, at its cost, shall maintain such comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general public liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability damage insurance with a combined single limit for bodily injury and property damage of liability of not less than $500,000 each occurrence 1,000,000, insuring against all liability of Tenant and its authorized representatives arising out of and in connection with respect to their ownedTenant's use or occupancy of the premises. All public liability insurance and property damage insurance shall insure performance by Tenant of the indemnity provisions of Paragraph 18. Both parties shall be named as additional insureds, hired or nonand the policy shall contain cross-owned vehiclesliability endorsements. (b) Not more frequently than three (3) years, assigned to or used if, in the performance opinion of Landlord's lender or of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSinsurance broker retained by Landlord, the amount of public liability and property damage insurance coverage at that time is not adequate, Tenant shall increase the insurance coverage as required by either Landlord's lender or Landlord's insurance broker. 9.4 The DESIGN PROFESSIONAL (c) Tenant, at its cost, shall provide professional liability insurancemaintain on all its personal property, unless waived in writing by Tenant's improvements and alterations in, on or about the OWNERpremises, in an amount no less than $1,000,000 combined single limit. If liability a policy of standard fire and extended coverage insurance required by this section is obtained through a “claims made” policywith vandalism and malicious mischief endorsements, this coverage or its to the extent of at least ninety percent (90%) of their full replacement shall have a retroactive date of no later than the inception of this Agreementvalue. The DESIGN PROFESSIONAL must proceeds from any such policy shall be used by Tenant for the replacement of personal property or the restoration of Tenant's improvements or alterations. TENANT SHALL BE FINANCIAL RESPONSIBLE FOR GLASS BREAKAGE. (d) Landlord shall maintain such liability on the building and other improvements that are a part of the premises, a policy of standard fire and extended coverage insurance with vandalism and malicious mischief endorsements, to the extent of at least ninety percent (90%) full replacement value. (e) Tenant's obligation to pay the insurance costs shall be prorated for two any partial year, at the commencement and expiration or termination of the term. (2f) years from the date services are last provided All insurance policies maintained by Tenant, under this Agreement. The DESIGN PROFESSIONAL paragraph, shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include contain a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State requiring thirty (30) calendar days days' written notice by certifiedfrom the insurance company to both parties and Landlord's lender, before cancellation or change in the coverage, scope or amount of any policy. Each policy, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees a certificate of the DESIGN PROFESSIONAL or policy, together with evidence of payment of premiums, shall be deposited with the DESIGN PROFESSIONAL'S consultants caused by or arising out other party at the commencement of the negligent performanceterm, act or omission by and on renewal of the DESIGN PROFESSIONAL policy, not less than twenty (20) days before expiration of any the term of this contractthe policy. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability (a) Service Provider will maintain, at its own cost and expense, the following types and amounts of insurance that it deems necessary with insurers rated "A" "VII" or better by A.M. Best and advisable to protect its interest and that of licensed in the State of IdahoNew York: 1) Commercial General Liability insurance, written on an occurrence basis including, but not limited to, coverage for contractual liability, products and completed operations, personal injury, bodily injury and broad form property damage liabilities with liability limits not less than $1,000,000 per occurrence and annual aggregate. 2) When working on-site at Columbia facilities or at Columbia sponsored events, (i) Workers' Compensation and Employers Liability insurance, covering each employee of Service Provider engaged in the performance of work under this Agreement, with minimum limits of liability in accordance with applicable state law in the case of Workers' Compensation insurance, and with not less than the following limits of liability in the case of Employers Liability insurance: Workers' Compensation - Coverage A – Statutory; Employers Liability -Coverage B- Each Accident - $1,000,000; Policy Limit - $1,000,000; Each Employee by Disease - $1,000,000. 3) The policy required by sub-section 1) shall provide that the insurance company pay the costs of defense (including attorneys' fees) of any suit or proceeding against Columbia University or its trustees, officers, agents, or employees, alleging any omission or act relating to this Agreement , and seeking damages on account thereof, even if such suit is groundless, false or fraudulent. The State policy shall be primary and written to cover claims incurred, discovered, manifested or made during or after the expiration of Idaho will be named an additional insured on any general liability this agreement. Insurance procured by Service Provider shall not reduce or limit Service obligation to indemnify and property policies carried and required by defend Columbia University or Service Provider’s liabilities for claims made or suits brought which result from or are in connection with the performance of this Agreement. The Any insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho Columbia University may purchase shall be excess and not contributory to that provided by the DESIGN PROFESSIONALnon-contributory. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance (b) Prior to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance commencement of the Workwork, Service Provider will deliver certificates of insurance to the University providing evidence of the coverage required above. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a Each certificate of insurance shall provide for a 30-day written notice of cancellation or statement of financial responsibility material change and shall include a provision that cancellationname The Trustees of Columbia University in the City of New York, refusal to renew the policyits trustees, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liabilityas additional insured. Certificates of insurance are to be sent to the University’s Director of Service Agreements, claimsColumbia University Purchasing Office, damages▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, losses▇▇▇ ▇▇▇▇, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract▇▇ ▇▇▇▇▇. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general Without limiting CYBERKINETICS' indemnity obligations under Article 9.4, CYBERKINETICS shall, prior to any clinical trial or Sale of any Licensed Product, cause to be in force, an "occurrence based type" or "claims made type" (with reasonable tail coverage) liability insurance that it deems necessary policy which: (a) insures Indemnitees for all claims, damages, and advisable actions mentioned in Article 9 of this Agreement; and (b) includes a contractual endorsement providing coverage for all liability which may be incurred by Indemnitees in connection with this Agreement; and (c) requires the insurance carrier to protect its interest and that provide EMORY with no less than thirty (30) days' written notice of any change in the terms or coverage of the State of Idaho. The State of Idaho will be named an additional insured on any general policy or its cancellation; and (d) provides Indemnitees a comprehensive general/product liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, coverage in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through * * * per occurrence for bodily injury and * * * per occurrence for property damage, subject to a “claims made” policyreasonable aggregate amount; and (e) in the event that CYBERKINETICS, this coverage its Affiliates or its replacement Sublicensees decide to go to market with a Licensed Product it shall, to the extent available at commercially reasonable rates arrange (prior to the Sale of any Licensed Product) and shall have a retroactive date of no later than continue for the inception term of this Agreement. The DESIGN PROFESSIONAL must maintain such liability Agreement and for a period of * * * years thereafter an insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies of product liability which provide Licensee, its affiliates or Sublicensees with coverage for injury or damage arising to users of Licensed Products in an amount no less than * * * per claim, subject to annual aggregate of * * *; and (f) CYBERKINETICS shall provide EMORY with a copy of any such insurance policy prior to the commencement of clinical trials or the first Sale of any Licensed Product and on each renewal and/or replacement of the policy together with a copy of any schedule and evidence of payment of the premium. Company will be ineffective without first giving the State thirty (30) calendar days also advise EMORY with written notice by certified, within 30 days of any material change in the terms or registered mail, return receipt requestedcoverage of the policy or its cancellation. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless (g) EMORY may periodically review the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees adequacy of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations minimum limits of liability made insurance specified in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reasonArticle 9.

Insurance. 9.1 DESIGN PROFESSIONAL A. Lessor shall maintain insurance covering the Building and the Premises in an amount not less than eighty percent (80%) of the "replacement cost" thereof insuring against the perils and costs of Fire, Lightning, Extended Coverage, Vandalism and Malicious Mischief, Liability and Rental Interruption and such other insurance as Lessor shall deem necessary. B. Lessee, at its own expense, shall maintain during the term of this Lease (1) a policy or policies of worker's compensation and comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general (with contractual liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insuranceendorsement), and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily including personal injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance amount of Five Hundred Thousand Dollars ($500,000.00) per occurrence for property damage and One Million Dollars ($1,000,000.00) per occurrence for personal injuries or deaths of persons occurring in or about the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two Premises and (2) years fire and extended coverage insurance covering the replacement cost of (a) all alterations, additions, partitions and improvements installed or placed on the Premises, (b) all of Lessee's personal property contained within the Premises, and (c) business interruption insurance insuring loss of profits in the event of an insured peril damaging the Premises. Said policies shall (i) name Lessor, as well as such entities or firms as Lessor may engage from the date services are last provided under this Agreementtime to time as property managers and/or asset or investment managers, as additional insureds (until further notice, it is expressly agreed that ▇▇▇▇▇▇▇▇ ▇▇▇▇ Company. The DESIGN PROFESSIONAL ▇▇▇▇▇▇▇▇ ▇▇▇▇ Company Dallas Industrial, Inc., and ▇▇▇▇▇▇ Real Estate Advisors, Inc. shall be responsible named as additional insureds), (ii) be issued by an insurance company which is acceptable to pay all premiumsLessor, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of (iii) provide that such insurance coverage or self-insurance shall not be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State canceled unless thirty (30) calendar days prior written notice shall have been given to Lessor, (iv) shall be delivered to Lessor by certifiedLessee prior to the Commencement Date and at least fifteen (15) days prior to each renewal of said insurance, and (v) shall provide primary coverage to Lessor when any policy issued to Lessor is similar or duplicate in coverage, in which case Lessor's policy shall be excess over Lessee's policies. C. Lessee will not permit the Premises to be used for any purpose or in any manner that would (1) void the insurance thereon, (2) increase the insurance risk, or registered mail(3) cause the disallowance of any sprinkler credits. Lessee shall pay to Lessor on demand any increase in the cost of any insurance on the Premises or the Building incurred by Lessor, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees which is caused by Lessee's use of the DESIGN PROFESSIONAL Premises or because Lessee vacates the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contractPremises. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL A. Throughout the period of this Agreement, Licensee shall maintain such comprehensive commercial general liability and property damage insurance (hereinafter collectively “insurance”) through a carrier licensed to do business in New York State. Licensee shall provide Licensor with a certificate of insurance at least three (3) days prior to the Event. Licensee shall be required to provide Insurance coverage in no less than the following amounts: Combined Single Limit: One Million Dollars ($1,000,000.00) per occurrence for bodily injury & property damage Aggregate: Three Million Dollars ($3,000,000.00) per locationa Such insurance may be carried under a blanket policy covering each of the Premises and other locations of Licensee, if any, provided that it deems necessary (x) a certificate of insurance is issued to Licensor or (y) such a policy contains an additional insured endorsement, including a declarations page showing Licensee’s liability limits under this Article VII, and, in either case, (i) naming Licensor and advisable its Additional Insureds (as hereinafter defined) as additional insureds, (ii) specifically referencing each of the Premises; and (iii) guaranteeing a minimum limit available for each Premises equal to protect its interest the limits of liability required under this Agreement. B. All insurance policies required hereunder shall be endorsed to and that name The City University of New York, the Dormitory Authority of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insuranceNew York, and any insurance carried by the State of Idaho shall be excess New York and not contributory to that provided by the DESIGN PROFESSIONALCity of New York, as well as their respective officers, directors and employees, as additional insureds (the “Additional Insureds”). 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in C. To the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs extent not covered by such insurance, Licensee shall be solely responsible for the following, as well as any other applicable insurance: 1. All taxes and remittances to proper authorities; 2. All user fees; 3. Compensation, workers’ compensation, and disability insurance of all persons performing services in connection with the Event (except for the Licensor's personnel) as required by New York law; 4. Refunds for advance ticket sales to the Event; and 5. Licenses and permits of every kind. 9.5 Any insurance provided under D. The obligations contained in this article Article shall survive the expiration or earlier termination of the Agreement. E. Licensee agrees that if Licensee fails to comply with the requirements of this Article, Licensor shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal entitled to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to terminate this Agreement will survive the completion of and retain any and all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reasonpayments made by Licensee.

Insurance. 9.1 DESIGN PROFESSIONAL Subrecipient shall require in contracts and sub-recipient agreements that vendors, contractors and subrecipients carry insurance policies of the types and in the amounts set forth in this Section 10(C) and list the Subrecipient and Recipient as additional insureds on said policies. Subrecipient shall, as a condition precedent to this Agreement, purchase and thereafter maintain such comprehensive general liability insurance that as will protect it deems necessary and advisable to protect its interest and that Recipient from the claims set forth below which may arise out of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by or result from Subrecipient’s operations under this Agreement. The insurance afforded shall , whether such operations be primary insuranceby Subrecipient or by its subcontractors or by anyone directly or indirectly employed by any of them, or by anyone directly for whose acts any of them may be liable: 1) Claims under Worker’s Compensation and Occupational Disease Acts, and any insurance carried by the State of Idaho shall be excess and not contributory other employee benefits acts applicable to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSwork; 2) Claims for damages because of bodily injury and personal injury, including death, and; 3) Claims for damages to property. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurancei. Commercial General Liability (Occurrence Basis) Bodily Injury, unless waived in writing by the OWNERpersonal injury, in an amount no less property damage, Contractual liability, product/completed operations Each Occurrence Limit $1,000,000.00 Damage to Rented Premises $100,000.00 (each occurrence) Medical Expense Limit $5,000.00 Personal and Advertising Injury Limit $500,000.00 General Aggregate Limit $2,000,000.00 (Other than Products Completed Operations) NOTE: GENERAL AGGREGATE TO APPLY PER PROJECT Products/Completed Operations $1,000,000 1,000,000.00 ii. Auto Liability $1,000,000.00 (combined single limit) (owned, hired & non-owned) iii. If liability insurance required Excess/Umbrella Liability $1,000,000.00 (each occurrence and aggregate) iv. Worker’s Compensation Statutory v. Employer’s Liability Bodily Injury Accident $100,000.00 each accident Bodily Injury by this section is obtained through a Disease $100,000.00 each employee Bodily Injury by Disease $500,000.00 policy limit Certificates of Insurance, naming the Subrecipient as an “claims madeadditional insured,” policy, this (i. ii. and iii. only) showing such coverage or its replacement shall have a retroactive date of no later then in force (but not less than the inception amount shown above) shall be filed with Recipient prior to commencement of this Agreementany work. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from coverages afforded under the date services are last provided under this Agreement. The DESIGN PROFESSIONAL policies shall not be responsible to pay all premiums, deductibles and all costs cancelled or not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State renewed until at least thirty (30) calendar days after written notice by certifiedhas been given to Recipient. Upon cancellation, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL Subrecipient shall indemnify, defend obtain a new insurance policy in accordance with this Section 10(C) and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees send a copy of the DESIGN PROFESSIONAL new policy to the Recipient. With the prior approval of Recipient, Subrecipient may substitute different types of coverage for those specified as long as the total amount of required protection is not reduced. Subrecipient shall be responsible for all deductibles. Nothing in the above provisions shall operate as or be construed as limiting the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations amount of liability made in or given of Subrecipient to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reasonabove enumerated amounts.

Insurance. 9.1 DESIGN PROFESSIONAL 11.1 Tenant shall keep in force throughout the Term: (a) a Commercial General Liability insurance policy or policies to protect the Landlord Entities against any liability to the public or to any invitee of Tenant or a Landlord Entity incidental to the use of or resulting from any accident occurring in or upon the Premises with a limit of not less than $1,000,000 per occurrence and not less than $3,000,000 in the annual aggregate, or such larger amount as Landlord may prudently require from time to time, covering bodily injury and property damage liability and $1,000,000 products/completed operations aggregate; (b) Business Auto Liability covering owned, non-owned and hired vehicles with a limit of not less than $1,000,000 per accident; (c) Worker’s Compensation Insurance with limits as required by statute with Employers Liability and limits of $500,000 each accident, $500,000 disease policy limit, $500,000 disease-each employee; (d) All Risk or Special Form coverage protecting Tenant against loss of or damage to Tenant’s alterations, additions, improvements, carpeting, floor coverings, panelings, decorations, fixtures, inventory and other business personal property situated in or about the Premises to the full replacement value of the property so insured, including, without limitation, the Tenant Improvements (as defined in the Work Letter attached hereto as Exhibit B): and (e) Business Interruption Insurance with limit of liability representing loss of at least approximately six (6) months of income. 11.2 The aforesaid policies shall (a) be provided at Tenant’s expense; (b) name the Landlord Entities as additional insureds under the Tenant’s Commercial General Liability insurance policy or policies; (c) be issued by an insurance company with a minimum Best’s rating of “A-:VII” during the Term; and (d) provide that said insurance shall not be canceled unless thirty (30) days prior written notice (ten (10) days for non-payment of premium) shall have been given to Landlord; a certificate of Liability insurance on ▇▇▇▇▇ Form 25 and a certificate of Property insurance on ▇▇▇▇▇ Form 27 shall be delivered to Landlord by Tenant upon the Commencement Date and at least thirty (30) days prior to each renewal of said insurance. 11.3 Whenever Tenant shall undertake any alterations, additions or improvements in, to or about the Premises (“Work”) the aforesaid insurance protection must extend to and include injuries to persons and damage to property arising in connection with such Work, without limitation including liability under any applicable structural work act, and such other insurance as Landlord shall require; and the policies of or certificates evidencing such insurance must be delivered to Landlord prior to the commencement of any such Work. 11.4 Landlord shall purchase and maintain during the Term with insurance companies qualified to do business in the Commonwealth of Massachusetts (except as otherwise set form hereinbelow) such comprehensive insurance in amounts and with deductibles as a reasonably prudent landlord would purchase and maintain with respect to a similar class of building as the Building in the Bedford, Massachusetts market area, including the following: (a) commercial general liability insurance that it deems necessary and advisable to protect its interest and that of for incidents occurring in the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurancecommon areas, with coverage for premises/operations, personal injury, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage per occurrence, together with such other coverages and risks as Landlord shall reasonably decide or a mortgagee may require; and (b) property insurance covering property damage to the Building and the Building Structure (but excluding the Tenant Improvements and any other alterations, additions or improvements performed by Tenant), for eighty percent (80%) of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreementcost value. The DESIGN PROFESSIONAL must maintain cost of any such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be included in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal Expenses pursuant to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requestedSection 4.1.2. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL Landlord understands that Tenant self-insures, and that prior to accessing the Premises or Access Parcel, Tenant will provide Landlord with a letter of such self-insurance. In the event that Tenant ceases to self-insure, then, during the Term of this Lease, and thereafter so long as Tenant operates, uses or maintains any portion of the Substation: (a) Tenant shall maintain such comprehensive procure and maintain, at Tenant’s sole cost and expense, commercial general liability insurance providing coverage which protects Tenant and Landlord and the Landlord’s Related Parties from and against any and all claims and liabilities for bodily injury, death and property damage arising from operations, premises liability, fire with respect to the Substation. Such insurance shall provide minimum coverage of $1,000,000.00 per occurrence and $2,000,000.00 aggregate. Tenant shall be and remain liable for and pay all deductibles and other amounts not covered, paid or reimbursed under the insurance policies. (b) Tenant shall procure and maintain, at Tenant’s sole cost and expense, workers’ compensation insurance as required by applicable law, and employers’ liability insurance, with coverage amounts with a limit of (i) One Million Dollars ($1,000,000) for bodily injury per accident, (ii) One Million Dollars ($1,000,000) for bodily injury by disease per policy and (iii) One Million Dollars ($1,000,000) for bodily injury by disease per employee. (c) The certificate of insurance required herein for commercial general liability insurance, including, without limitation, all renewals, shall include a blanket additional insured endorsement and provide for at least thirty (30) days advance notice to Landlord of any non- renewal or cancellation. Tenant shall provide Landlord with a copy of certificates of insurance stating that it deems necessary the coverage as required herein is in full force and advisable effect no later than the Effective Date. Tenant shall cause certificates of insurance or a self-insured letter in conformance with the requirements hereof to protect its interest be promptly provided to Landlord for each subsequent policy renewal. (d) Tenant’s insurance in all instances shall be primary and any insurance that may be maintained by Landlord shall be in excess of and shall not contribute with Tenant’s insurance. All insurance policies shall be issued by a company or companies licensed to do business in the State of IdahoFlorida. (e) Landlord shall have the right to periodically review the adequacy of the required insurance, its forms and types, the amounts of coverage and, notwithstanding any other provision of this Lease, unilaterally modify the insurance requirements of this Section 12 by giving notice of such modification to Tenant. The State Such modification shall be as found reasonably necessary in the sole discretion of Idaho will Landlord. Factors which may be named considered by Landlord include, without limitation, changes in generally accepted insurance industry standards and practices, changes in use of the Premises, changes in risk exposure, measurable changes in local and national economic indicators and changes in Landlord’s policies and procedures. (f) Tenant understands and acknowledges that the responsibility and obligation to provide and maintain insurance in the forms, types and coverages required herein are solely Tenant’s responsibilities and obligations which continue for the entire Term of this Lease, and until such time as Tenant no longer operates the Substation or enters the Premises, whichever date is later. (g) In the event that Tenant fails for any reason to procure or maintain insurance in the forms, types or coverages required and to name Landlord as an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary the certificates of insurance, and any insurance carried Tenant shall cure such material breach within fifteen (15) calendar days after Tenant is given notice of such breach. Should Tenant fail to cure the breach within such period or such other time as may be agreed to by the State Parties in writing, Landlord in Landlord’s sole discretion may, but is not obligated to, secure replacement insurance coverage at Tenant’s sole expense. Should Landlord elect to secure replacement insurance, Tenant shall thereafter reimburse Landlord within fifteen (15) calendar days of Idaho Landlord’s providing to Tenant an invoice for the costs and premiums incurred by Landlord for the replacement insurance coverage, plus an administrative charge of ten percent (10%) or $250.00, whichever is greater. Tenant shall continue to be excess responsible for the payment of all deductibles applicable to the insurance policies and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence losses incurred with respect to their ownedany lapse in coverage. Should Tenant subsequently obtain the required insurance, hired or non-owned vehicles, assigned Tenant shall remain responsible for and reimburse Landlord for all costs and expenses to or used Landlord for the insurance premiums incurred by Landlord and the administrative charges set forth in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSthis Section 14(g). 9.4 The DESIGN PROFESSIONAL (h) Tenant’s obligations under this Section 14 shall provide professional liability insurance, unless waived in writing by survive the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage termination or its replacement shall have a retroactive date of no later than the inception expiration of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insuranceLease. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL A. Tenant shall during the entire term hereof, at its sole cost and expense, obtain, maintain such comprehensive general liability and keep in full force and effect, for the protection of Tenant, Landlord and mortgagees of Landlord as their interest may appear, the following insurance that it deems necessary or program of self insurance: (1) Property Insurance, “all risk” of direct physical loss (excluding earthquake/flood) including fire, extended coverage, vandalism and advisable to protect its interest malicious mischief upon property of every description and that kind owned by Tenant and located in the Building or for which Tenant is legally liable or installed by or on behalf of Tenant, including, without limitation, the Existing Furniture, furniture fittings, installations, fixtures and any other personal property, in an amount not less than 100% of the State of Idaho. The State of Idaho will be named an additional insured on any general liability full replacement cost thereof; and (2) Commercial General Liability insurance (and property policies carried and required by this Agreement. The insurance afforded shall be primary commercial umbrella insurance, if necessary to provide required limits), to include personal injury, bodily injury, broad form property damage, operations hazard, contractual liability, products and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance completed operations with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage limits of not less than One Million Dollars ($500,000 each occurrence with respect to their owned1,000,000) per occurrence/Two Million Dollars ($2,000,000) general aggregate, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSplus a Five Million Dollar ($5,000,000) per occurrence/general aggregate umbrella. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insuranceB. Not more often than once per year and upon at least sixty (60) days prior written notice, unless waived in writing by the OWNERLandlord, in an amount no less than $1,000,000 combined single limit. If liability its reasonable discretion, may require Tenant to increase the insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two limits set forth in Section 7.03A(1) and (2) years from the date services are last provided under this Agreementabove. The DESIGN PROFESSIONAL All policies shall be responsible taken out with an insurer which is rated in “Best’s Insurance Guide” A:VI or better, except that insurance required to pay all premiumsbe carried by California Pacific Medical Center, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall as an affiliate of ▇▇▇▇▇▇ Health , may be in the form through ▇▇▇▇▇▇ Health’s program of policies or contracts for self-insurance with insurers Sutter Insurance Services Corporation, a Hawaii corporation (“▇▇▇▇▇”), rather than an independent insurer. ▇▇▇▇▇▇ Health’s program of good standing. Evidence of such insurance coverage or self-insurance shall be maintained as an actuarially sound and appropriately funded self-insurance program, with responsible retentions, sufficient excess coverage, and appropriately professional administration and otherwise in accordance with all applicable laws of the form State of a certificate Hawaii. Tenant agrees that certificates of insurance or statement of financial responsibility and on the insurer’s standard form shall include a provision that cancellation, refusal be delivered to renew the policy, or change in any material way the nature or extent Landlord as soon as practicable after placing of the coverage provided by such policy required insurance, but in no event later than ten (10) days prior to the date Tenant takes possession of all or any part of the Premises. All policies will be ineffective without first giving shall require the State insurers to notify Landlord and the mortgagees of Landlord in writing not less than thirty (30) calendar days written notice prior to any material change, reduction in coverage, cancellation or other termination thereof. To the extent any of Tenant’s insurance coverage required hereunder is not covered by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho▇▇▇▇▇▇ Health’s self-insurance program, the Division of Public Worksinsurance policy shall name Landlord as a loss payee. Tenant shall be entitled to obtain insurance policies from ▇▇▇▇▇ so long as Tenant maintains a minimum Net Worth (as defined in Section 10.01F) equal to or greater than Fifty Million Dollars ($50,000,000) (the “Net Worth Minimum”). From time to time within twenty (20) business days after written request by Landlord, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given Tenant shall deliver to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.Landlord evidence reasonably satisfactory to Landlord of

Insurance. 9.1 DESIGN PROFESSIONAL 33.1 Metawave shall maintain such comprehensive maintain, during each Term and Renewal Term of this Agreement, at its own expense, the following insurance: a. Worker's Compensation insurance as prescribed by the law of the state in which the work is performed; b. Employer's liability insurance with limits of at least $1,000,000 each occurrence: c. Comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that (including products liability insurance) and, if the use of the State of Idaho. The State of Idaho will be named an additional insured on any general automobiles is required, comprehensive automobile liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, each with limits of at least $1,000,000 for bodily injury, including death, to any one person, and $1,000,000 on account of any insurance carried by the State occurrence, and $1,000,000 for each occurrence of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL.property damage; and 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto d. Excess liability insurance with a combined single limit for bodily injury of $5,000,000. 33.2 The insuring carriers and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance form of the Workinsurance policies shall be subject to approval by BAM. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL BAM shall provide professional liability insurance, unless waived in writing by be named as an additional insured on all such policies. Metawave shall furnish to BAM certificates of such insurance within ten (10) days of the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception execution of this Agreement. The DESIGN PROFESSIONAL must maintain such liability certificates shall provide that ten (10) days prior written notice of cancellation or material change of the insurance for two (2) years from to which the date services are last provided under this Agreementcertificates relate shall be given to BAM. The DESIGN PROFESSIONAL fulfillment of the obligations hereunder in no way modify Metawave's obligations to indemnify BAM. 33.3 Metawave shall also require Metawave's subcontractors, if any, who may enter upon BAM's premises to maintain similar insurance and to agree to furnish BAM, if requested, certificates or adequate proof of such insurance. Certificates furnished by Metawave's subcontractors shall contain a clause stating that BAM is to be notified in writing at least ten (10) days prior to cancellation of, or any material change in, the policy. 33.4 BAM may reasonably require Metawave at any time, and from time to time, subject to Metawave's ability to obtain such additional insurance, to obtain and maintain in force additional insurance with coverage or limits in addition to those above described. However, the additional premium costs of any such additional insurance required by BAM shall be responsible borne by BAM, and Metawave shall arrange to pay all premiums, deductibles have such costs billed separately and all costs not covered directly to BAM by such insurance. 9.5 Any insurance provided under this article the insuring carrier(s). BAM shall be in authorized by the form Metawave to confer directly with the agent or agents of policies or contracts for insurance with insurers the insuring carrier(s) concerning the extent and limits of good standing. Evidence of such Metawave's insurance coverage or self-insurance shall be in order to assure the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requestedsufficiency thereof. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL Tenant, at its expense, shall maintain such comprehensive general during the Lease Term (i) all risk property insurance covering the full replacement cost of all property, betterments and improvements of the Premises including coverage for earthquake; (ii) worker's compensation insurance with no less than the minimum limits required by law; (iii) employer's liability insurance that it deems necessary and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and with such limits as required by this Agreement. The insurance afforded shall be primary law; (iv) a minimum of twelve (12) months of business interruption insurance; and (v) general commercial liability insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto 1,000,000 per occurrence and a minimum umbrella limit of $1,000,000, for a total minimum combined general liability and umbrella limit of $2,000,000 (together with such additional umbrella coverage as Landlord may reasonably require) for property damage, personal injuries, bodily injuries, or deaths of persons occurring in or about the Premises (vi) pollution liability insurance with covering any hazardous material or chemicals. Landlord may from time to time require reasonable increases in any such limits. The general commercial liability policy shall name Landlord as an additional insured, insure on an occurrence and not a combined single limit for bodily injury and property damage claims-made basis, be issued by insurance companies which have an A.M. Best rating of A- or better, not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, be cancelable unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement 30 days prior written notice shall have been given to Landlord, contain a retroactive date contractual liability endorsement and provide primary coverage to Landlord (any policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant's policies). Such policies or certificates thereof shall be delivered to Landlord by Tenant prior to the Commencement Date and upon each renewal of no later than the inception of this Agreementsaid insurance. The DESIGN PROFESSIONAL must maintain such liability all risk property insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellationwaiver of subrogation by the insurers and a waiver of all rights based upon an assignment from its insured, refusal to renew the policy, against Landlord or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency)Tenant, their officers, directors, employees, managers, agents and invitees , in connection with any loss or damage thereby insured against. Neither party nor its officers, directors, employees, managers, agents, invitees or contractors shall be liable to the other for loss or damage caused by any risk coverable by all risk property insurance, and each party waives any claims against the other party, and its officers, directors, employees, managers, agents, invitees and contractors for such loss or damage. The failure of a party to insure its property shall not void this waiver. Landlord and its agents, employees and contractors shall not be liable for, and Tenant hereby waives all claims against such parties for, business interruption and losses occasioned thereby sustained by Tenant or any person claiming through Tenant resulting from and against any liability, claims, damages, losses, expenses, actions and suits accident or occurrence in or upon the Premises from any cause whatsoever, including injury or death except to the extent set forth in Section 12 below provided the indemnification provisions of others or any employees Section 12 do not void the waiver of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contractsubrogation. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL a. Upon the execution of this Agreement Licensee shall at its sole cost and expense, procure and maintain in effect a comprehensive general liability policy of insurance in single limit coverage of not less than One Million Dollars ($1,000,000) per incident and One Million Dollars ($1,000,000) annual aggregate for death, bodily injury or illness and Two Hundred Thousand Dollars ($200,000) annual aggregate in property damage. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for Licensee's indemnification. If Licensee elects to self-insure all or part of the limits described above (including deductibles or retention which are in excess of $50,000 annual aggregate) such self-insurance program must be acceptable to USC. Each such policy of insurance shall name USC as an additional insured and shall provide for not less than thirty (30) days prior written notice before any cancellation or material change in coverage shall be effective. A Certificate evidencing the comprehensive general liability policy herein defined shall be delivered to USC within ten (10) days of the EFFECTIVE DATE of this agreement. Licensee shall maintain such comprehensive general liability insurance that it deems necessary until such time as the policy in Paragraph 23.b. or Paragraph 23.c is procured, or until fifteen (15) years after the term of this Agreement. b. During such time and advisable to protect in each country where PRODUCT, or any modification thereof, is utilized in human clinical trials by Licensee or any SUBLICENSEE, Licensee shall at its interest sole cost and that of the State of Idaho. The State of Idaho will be named an additional insured on any expense, procure and maintain in effect a comprehensive general liability and property policies carried and required by this Agreement. The policy of insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined in single limit for bodily injury and property damage coverage of not less than Five Million Dollars ($500,000 each occurrence with respect 5,000,000) per incident and Five Million Dollars ($5,000,000) annual aggregate for death, bodily injury, illness or property damage. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for Licensee's indemnification. If Licensee elects to their owned, hired self-insure all or non-owned vehicles, assigned to or used in the performance part of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived limits described above (including deductibles or retention which are in writing by the OWNER, in an amount no less than excess of $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain 125,000 annual aggregate) such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall program must be in the form of a certificate acceptable to USC. Each such policy of insurance or statement of financial responsibility shall name USC as an additional insured and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State provide for not less than thirty (30) calendar days prior written notice by certifiedbefore any cancellation or material change in coverage shall be effective. A Certificate evidencing the comprehensive general liability policy herein defined shall be delivered to USC prior to any manufacture, sale, distribution or administration to humans. Licensee shall maintain such comprehensive general liability insurance until such time as the policy in Paragraph 23.c is procured, or registered mail, return receipt requesteduntil fifteen (15) years after the term of this Agreement. 9.6 The DESIGN PROFESSIONAL c. During such time and in each country where PRODUCT, or any modification thereof, is administered to humans, manufactured or distributed for any purpose other than for human clinical trials as specified in Paragraph 23.b (including for the purpose of obtaining regulatory approvals) by Licensee or any SUBLICENSEE, Licensee shall indemnifyat its sole cost and expense, defend procure and save harmless maintain in effect a comprehensive general liability policy of insurance in single limit coverage of not less than Ten Million Dollars ($10,000,000) per incident and Ten Million Dollars ($10,000,000) annual aggregate for death, bodily injury, illness or property damage. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for Licensee's indemnification. If Licensee elects to self-insure all or part of the State limits described above (including deductibles or retention which are in excess of Idaho$250,000 annual aggregate) such self-insurance program must be acceptable to USC. Each such policy of insurance shall name USC as an additional insured and shall provide for not less than thirty (30) days prior written notice before any cancellation or material change in coverage shall be effective. A Certificate evidencing the comprehensive general liability policy herein defined shall be delivered to USC prior to any manufacture, sale, distribution or administration to humans. Licensee shall maintain such comprehensive general liability insurance during the period that the PRODUCT or any modification thereof is being manufactured, sold, distributed or administered to humans by the Licensee or its SUBLICENSEES and a reasonable period thereafter which in no event shall be less than fifteen (15) years. d. In the event that Licensee does not maintain such insurance, but is self-insured, or carries a substantial self-retention, USC may grant permission for such self-insurance only if, in the sole discretion of USC, the Division net worth, assets and earnings of Public Worksthe Licensee are deemed sufficient to protect USC's economic interests in the event of claims, (name of agency), their officers, agents and employees from and against any liability, claimsdemands, damages, lossesexpenses and losses from death, expensespersonal injury, actions illness, or property damage. e. The minimum amounts of insurance coverage required under this Paragraph (subparts 23.a., 23.b., and suits whatsoever, including injury or death 23.c.) shall not be construed to create a limit of others Licensee's liability with respect to its indemnification in Paragraph 22 or any employees other provision of this Agreement. f. Licensee shall include in the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL terms of any term sublicense a provision obligating the sublicensee to procure and maintain in effect, at all times during which the sublicensee manufactures, uses, sells, leases, or otherwise transfers or disposes of this contractPRODUCTS and for a reasonable period of time thereafter but in any event not less than fifteen (15) years, a comprehensive general liability policy of insurance having coverages no less that those specified in Paragraphs 23.a. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason23.b. and 23.c. herein.

Insurance. 9.1 DESIGN PROFESSIONAL shall Before you open the Franchise and during any Term of this Agreement, you must maintain in force, under policies of insurance written on an occurrence basis issued by carriers with an A.M. Best rating of A-VIII or better approved by us, and in such amounts as we may determine from time to time: (1) comprehensive general public, professional, product, medical malpractice and motor vehicle liability insurance that it deems necessary against claims for bodily and advisable to protect its interest personal injury, death and that property damage caused by or occurring in conjunction with the operation of the State Franchise or otherwise in conjunction with your conduct of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by the Franchise Business pursuant to this Agreement. The , under one or more policies of insurance afforded shall be primary containing minimum liability coverage amounts as set forth in the Operations Manual; (2) general casualty insurance, including theft, cash theft, fire and extended coverage, vandalism and malicious mischief insurance, for the replacement value of the Franchise and its contents, and any insurance carried by other assets of the State of Idaho shall be excess Franchise; (3) worker’s compensation and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' employer’s liability insurance as required by law, with limits equal to or in excess of those required by statute; (4) business interruption insurance for a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto period adequate to reestablish normal business operations, but in any event not less than six (6) months; (5) any other insurance required by applicable law, rule, regulation, ordinance or licensing requirements; and (6) umbrella liability insurance coverage with a combined single limit for bodily injury and property damage limits of not less than $500,000 1,000,000/$3,000,000 or such other amounts that we may establish in the Operations Manual. You must purchase such insurance coverage(s) only from our approved or designated supplier(s). We may periodically increase or decrease the amounts of coverage required under these insurance policies, and/or require different or additional kinds of insurance, including excess liability insurance, to reflect inflation, identification of new risks, changes in law or standards of liability, higher damage awards, or other relevant changes in circumstances. Each insurance policy must name us (and, if we so request, our members, directors, employees, agents, and affiliates) as additional insureds, and must provide us with thirty (30) days’ advance written notice of any material modification, cancellation, or expiration of the policy. Deductibles must be in reasonable amounts, and are subject to review and written approval by us. You must provide us with copies of policies evidencing the existence of such insurance concurrently with execution of this Agreement and prior to each occurrence subsequent renewal date of each insurance policy, along with certificates evidencing such insurance. You are responsible for any and all claims, losses or damages, including to third persons, originating from, in connection with, or caused by your failure to name us as an additional insured on each insurance policy. You agree to defend, indemnify and hold us harmless of, from, and with respect to their ownedany such claims, hired loss or damage arising out of your failure to name us as additional insured, which indemnity shall survive the termination or expiration and non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception renewal of this Agreement. The DESIGN PROFESSIONAL Joint…The Chiropractic Place™ Franchise Agreement Prior to the expiration of the term of each insurance policy, you must furnish us with a copy of a renewal or replacement insurance policy and appropriate certificates of insurance. If you at any time fail or refuse to maintain such liability any insurance for two (2) years from the date services are last provided coverage required by us or to furnish satisfactory evidence thereof, then we, at our option and in addition to our other rights and remedies under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of may, but need not, obtain such insurance coverage on your behalf, and you shall reimburse us on demand for any costs or self-premiums paid or incurred by us, including any administrative fees or surcharges that we may incur. If you fail to pay us within ten (10) days of our demand for reimbursement, we reserve the right to debit your account the amounts owed to us for any premiums paid on your behalf for such insurance shall coverage along with any other costs, surcharges expenses and fees we incur to obtain such coverage on your behalf or on behalf of your franchise. We reserve the right to require you to provide us with an application for insurance (in a form acceptable to our required supplier for insurance) for any medical professional that has been offered a position to work in a Franchise location so that we may, if you fail to do so, procure any necessary insurance coverage for such medical professional. Notwithstanding the existence of such insurance, you are and will be responsible for all loss or damage and contractual liability to third persons originating from or in connection with the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent operation of the coverage provided by such policy Franchise, and for all claims or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certifieddemands for damages to property or for injury, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury illness or death of others persons directly or indirectly resulting therefrom; and you agree to defend, indemnify and hold us harmless of, from, and with respect to any employees such claims, loss or damage, which indemnity shall survive the termination or expiration and non-renewal of this Agreement. In addition to the requirements of the DESIGN PROFESSIONAL foregoing paragraphs of this Paragraph 10.8, you must maintain any and all insurance coverage in such amounts and under such terms and conditions as may be required in connection with your lease or the DESIGN PROFESSIONAL'S consultants caused by or arising out purchase of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made Premises. Your obligation to maintain insurance coverage as described in or given to this Agreement will survive the completion not be reduced in any manner by reason of all services any separate insurance we maintain on our own behalf, nor will our maintenance of DESIGN PROFESSIONAL that insurance relieve you of any obligations under this Agreement or the termination Section 7 of this Agreement for any reasonAgreement.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that At all times during the term of the State Renewal License, including the time for removal of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded facilities provided for herein, the Licensee shall be primary insuranceobtain, pay all premiums for, and any file with the Issuing Authority, on an annual basis, copies of the certificates of insurance carried for the following policies: (a) A general comprehensive liability policy naming the Town, its officers, boards, commissions, committees, agents and employees as additional insureds on all claims on account of injury to or death of a person or persons occasioned by the State construction, installation, maintenance, operation or removal of Idaho shall be excess and not contributory the Cable System or alleged to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance have been so occasioned, with a minimum limit liability of One Million Dollars ($100,0001,000,000.00). The policy shall provide independent contractor’s liability, and coverage for property damage from perils of explosion, collapse or damage to underground utilities, commonly known as XCU coverage. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto (b) A property damage insurance policy naming the Town, its officers, boards, commissions, committees, agent and employees as additional insureds and save them harmless from any and all claims of property damage, real or personal, occasioned or alleged to have been so occasioned by the construction, installation, maintenance or operation of the Cable Television System, with a minimum liability of One Million Dollars ($1,000,000.00). (c) Automobile liability insurance with a combined single limit for owned automobiles and trucks, non-owned automobiles and trucks and/or rented automobiles and trucks in the amount of: (i) One Million Dollars ($1,000,000.00) for bodily injury and consequent death per occurrence; (ii) Five Hundred Thousand Dollars ($500,000.00) for property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used per occurrence. (d) Workers Compensation in the performance minimum amount of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSstatutory limit. 9.4 (e) The DESIGN PROFESSIONAL Licensee shall provide professional carry excess liability insurance, unless waived in writing by the OWNER, in an minimum amount no less than of Five Million Dollars ($1,000,000 combined single limit. If liability 5,000,000.00) umbrella form over all other insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement Section 9.1. (f) The following conditions shall have a retroactive date of apply to the insurance policies required herein: (i) Such insurance shall commence no later than the inception Effective Date of this Agreement. The DESIGN PROFESSIONAL must maintain such liability the Renewal License. (ii) Such insurance shall be primary with respect to any insurance maintained by the Town and shall not call on the Town=s insurance for two contributions. (2iii) years Such insurance shall be obtained from brokers or carriers authorized to transact insurance business in the date services are last provided State. (iv) The coverage amounts set forth above may be met by a combination of underlying and umbrella policies so long as in combination the limits equal or exceed those required herein. (v) The Licensee’s failure to obtain, to procure or maintain the required insurance shall constitute a material breach of the Renewal License under this Agreement. which the Town may immediately suspend operations under the Renewal License. (vi) The DESIGN PROFESSIONAL Licensee shall be responsible to pay for all premiums, deductibles and all costs not covered by such insurancedeductibles. 9.5 Any insurance provided under this article shall be in (g) Neither the form of policies or contracts requirements for insurance with insurers contained in this Section 9.1 nor the payment of good standing. Evidence of such any insurance coverage proceeds from said insurance policy shall limit or self-insurance shall be in construed to limit the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent liability of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given Licensee pursuant to this Agreement will survive Renewal License, including, but not limited to the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reasonindemnification requirements contained in Section 9.3 herein.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability insurance that it deems necessary and advisable A. Landlord agrees to protect its interest and that of carry, or cause to be carried, during the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insuranceTerm hereof, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry WorkerCommercial General Liability Insurance (hereinafter, "Landlord's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage Liability Insurance") providing coverage of not less than One Million Dollars ($500,000 1,000,000.00), combined Bodily Injury and Property Damage Liability in separate limits for each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Workfollowing: General Aggregate, Products-Completed Operations Aggregate, Each Occurrence, Personal & Advertising Injury and Fire Damage, limits of Fifty Thousand Dollars ($50,000.00). **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL Landlord, upon written request by Tenant, shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible promptly deliver to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of Tenant a certificate of Landlord's Liability Insurance. B. Tenant agrees to carry Commercial General Liability insurance or statement on the Demised Premises during the Term hereof covering both Tenant and Landlord as their interest may appear, with companies reasonably satisfactory to Landlord and giving Landlord and Tenant a minimum of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty ten (3010) calendar days written notice by certifiedthe insurance company prior to cancellation, termination or registered mailchange in such insurance. Such insurance shall be for limits of not less than One Million Dollars ($1,000,000.00) combined Bodily Injury and Property Damage Liability in separate limits for each of the following: General Aggregate, return receipt requestedProducts-Completed Operations Aggregate, Each Occurrence, Personal & Advertising Injury, and Fire Damage, limits of Two Hundred Fifty Thousand Dollars ($250,000.00). Tenant also agrees to carry, during the Term hereof, all risk property insurance (hereinafter, "Tenant's Property Insurance") covering fire and extended coverage, vandalism and malicious mischief, sprinkler leakage and all other perils of direct physical loss or damage insuring the improvements and betterments located in the Demised Premises, including the Demised Premises and all appurtenances thereto for the full replacement value thereof. Landlord shall be named as an additional insured under Tenant's Property Insurance to the extent its interest shall appear. Tenant, upon request, shall furnish Landlord a certificate of such Tenant's Property Insurance. Landlord agrees that it shall not have any right, title or interest in and to Tenant's property insurance covering Tenant's Property located on or within the Demised Premises or any proceeds therefrom. 9.6 The DESIGN PROFESSIONAL shall indemnifyC. Landlord and Tenant and all parties claiming under them, defend mutually release and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents discharge each other from all claims and employees liabilities arising from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by any casualty or arising out hazard, to the extent covered by insurance on the Demised Premises and waive any right of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made subrogation which might otherwise exist in or given accrue to this Agreement will survive any person on account thereof. This waiver shall not be required if the completion of all services of DESIGN PROFESSIONAL under this Agreement or insurance carrier charges an additional premium in order to provide such waiver and the termination of this Agreement for any reasonparty benefitting from the waiver does not agree to pay the additional premium.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that As of the State Effective Date and throughout the Term (and for such additional periods as may be specified in this Section 9.10), Seller shall, at its own expense, provide and maintain in effect the insurance policies and minimum limits of Idahocoverage specified in this Section 9.10, and such additional coverage as may be required by Applicable Law, with insurance companies which are authorized to do business in the state in which the services are to be performed and which have an A.M. Best’s Insurance Rating of not less than A-:VII. The State minimum insurance requirements specified in this Section 9.10 do not in any way limit or relieve Seller of Idaho will any obligation assumed elsewhere in this Agreement, including, but not limited to, Seller’s defense and indemnity obligations. Workers’ Compensation Insurance with the statutory limits required by the state having jurisdiction over Seller’s employees; Employer’s Liability Insurance with limits of not less than: Bodily injury by accident – One Million dollars ($1,000,000) each accident; Bodily injury by disease – One Million dollars ($1,000,000) policy limit; and Bodily injury by disease – One Million dollars ($1,000,000) each employee; and Commercial General Liability Insurance, (which, except with the prior written consent of Buyer and subject to Sections 9.10(a)(ii)(1) and (2), shall be named written on an additional insured “occurrence,” not a “claims-made” basis), covering all operations by or on any general behalf of Seller arising out of or connected with this Agreement, including coverage for bodily injury, broad form property damage, personal and advertising injury, products/completed operations, and contractual liability. Such insurance shall bear a combined single limit per occurrence and annual aggregate of not less than one million dollars ($1,000,000), exclusive of defense costs, for all coverages. Such insurance shall contain standard cross-liability and severability of interest provisions. If Seller elects, with ▇▇▇▇▇’s written concurrence, to use a “claims made” form of Commercial General Liability Insurance, then the following additional requirements apply: The retroactive date of the policy must be prior to the Effective Date; and Either the coverage must be maintained for a period of not less than four years after the Agreement terminates, or the policy must provide for a supplemental extended reporting period of not less than four years after the Agreement terminates. Commercial Automobile Liability Insurance covering bodily injury and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance damage with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned1,000,000 per occurrence. Such insurance shall cover liability arising out of Seller’s use of all owned (if any), hired or non-owned vehicles, assigned to or used and hired automobiles in the performance of the WorkAgreement. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability Umbrella/Excess Liability Insurance, written on an “occurrence,” not a “claims-made” basis, providing coverage excess of the underlying Employer’s Liability, Commercial General Liability, and Commercial Automobile Liability insurance, unless waived in writing by on terms at least as broad as the OWNERunderlying coverage, in an amount no with limits of not less than $1,000,000 combined single limit10,000,000 per occurrence and in the annual aggregate. The insurance requirements of this Section 9.10 can be provided by any combination of Seller’s primary and excess liability policies. The insurance required in Section 9.10(a) apply as primary insurance to, without a right of contribution from, any other insurance maintained by or afforded to Buyer, its subsidiaries and affiliates, and their respective officers, directors, shareholders, agents, and employees, regardless of any conflicting provision in Seller's policies to the contrary. To the extent permitted by Applicable Law, Seller and its insurers are required to waive all rights of recovery from or subrogation against Buyer, its subsidiaries and affiliates, and their respective officers, directors, shareholders, agents, employees and insurers. The Commercial General Liability and Umbrella/Excess Liability insurance required above shall name Buyer, its subsidiaries and affiliates, and their respective officers, directors, shareholders, agents and employees, as additional insureds for liability arising out of Seller’s construction, ownership or Operation of the Generating Facility. At the time this Agreement is executed, or within a reasonable time thereafter, and within a reasonable time after coverage is renewed or replaced, Seller shall furnish to Buyer certificates of insurance evidencing the coverage required in this Section 9.10, written on forms and with deductibles reasonably acceptable to Buyer. All deductibles, co-insurance and self-insured retentions applicable to the insurance above shall be paid by Seller. All certificates of insurance shall note that the insurers issuing coverage shall endeavor to provide Buyer with at least 30 days’ prior written notice in the event of cancellation of coverage. ▇▇▇▇▇’s receipt of certificates that do not comply with the requirements stated herein, or Seller’s failure to provide certificates, does not limit or relieve Seller of the duties and responsibility of maintaining insurance in compliance with the requirements in this Section 9.10 and does not constitute a waiver of any of the requirements in this Section 9.10. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date Seller fails to comply with any of no later than the inception provisions of this AgreementSection 9.10, Seller, among other things and without restricting Buyer’s remedies under the Applicable Law or otherwise, shall, at its own cost and expense, act as an insurer and provide insurance in accordance with the terms and conditions above. With respect to the required Commercial General Liability, Umbrella/Excess Liability and Commercial Automobile Liability insurance, Seller shall provide a current, full and complete defense to Buyer, its subsidiaries and affiliates, and their respective officers, directors, shareholders, agents, employees, assigns, and successors in interest, in response to a third party claim in the same manner that an insurer would have, had the insurance been maintained in accordance with the terms and conditions set forth above. Seller has the right to self-insure to comply with Seller’s obligations under this Section 9.10. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles carrier or carriers and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies policy (including any deductible amount), or contracts any plan for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance subject to review and approval by Buyer, which approval may not be unreasonably withheld, conditioned or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requesteddelayed. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL The Grantee shall procure and maintain such comprehensive general liability during the life of this Agreement the following insurance that it deems necessary and advisable to protect its interest and that coverages: 1. Commercial General Liability Insurance at limits of the State not less than One Million Dollars ($1,000,000) per occurrence for claims arising out of Idaho. The State of Idaho will be named an additional insured on any general liability bodily injuries or death, and property policies carried and required by this Agreementdamages. The insurance afforded shall be primary insuranceWith those polices with aggregate limits, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of Three Million Dollars ($100,0003,000,000) is required. Such insurance shall include contractual liability insurance. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage 2. Business Automobile Liability at limits of not less than One Million Dollars ($500,000 each 1,000,000) per occurrence with respect for claims arising out of bodily injuries of death, and property damages. The insurance shall apply to their any owned, hired or non-owned vehiclesowned, assigned to leased or hired automobiles used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSthis Agreement. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance3. Blanket Crime Insurance including Employee Theft and Forgery or Alteration to insure the City against any and all loss of the Grant Funds provided hereunder to misuse, unless waived in writing mismanagement, and/or theft of funds by the OWNERGrantee, its directors/members, officers, employees, agents or assigns. 4. Worker’s Compensation coverage as required by the State of Maryland, as well as any similar coverage required for this work by applicable Federal or “Other States” State Law. 5. The City, its elected/appointed officials, employees, departments, and agents shall be covered, by endorsement, as additional insureds with respect to liability arising out of activities performed by or on behalf of the Grantee in an amount connection with this Agreement. 6. The Grantee’s insurance shall apply separately to each insured against whom claim is made and/or lawsuit is brought, except with respect to the limits of the insurer’s liability. 7. Insurance is to be placed within insurers with a Best’s rating of no less than $1,000,000 combined single limitA:VII, or, if not rated with Best’s, with minimum surpluses the equivalent of Best’s surplus size VII and must be licensed/approved to do business in the State of Maryland. 8. If liability insurance required by this section is obtained through a “claims made” policyCoverage shall not be suspended, this voided, canceled, reduced in coverage or its replacement in limits, except by the reduction of the applicable aggregate limit by claims paid, until after forty-five (45) days prior written notice has been given to the City. There will be an exception for non-payment of premium, which is ten (10) days’ notice of cancellation. 9. Failure to obtain insurance coverage as required shall have a retroactive date of no later than the inception constitute an immediate breach of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL (a) During the term of this Agreement, Contractor shall maintain such comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that of the State types and in the amounts specified below with insurers of Idahorecognized responsibility, licensed to do business in the State(s) where the Work is the being performed, and having either an A.M. Best's rating of AB, a Standard & Poor's ("S&P") rating of AA or a ▇▇▇▇▇'▇ rating of AaZ. If any Work provided for or to be performed under this Agreement is subcontracted, Contractor shall require such Contractor Personnel to maintain insurance equivalent to that which is required of Contractor. The State In accordance with the above, the following insurance coverages shall be maintained by Contractor and Contractor Personnel: (i) COMPREHENSIVE OR COMMERCIAL GENERAL LIABILITY INSURANCE: $1,000,000 per occurrence combined single limit/$2,000,000 general aggregate and will include coverage for contractual liability, coverage for the use of Idaho subcontractors, products and completed operations, and will be named not contain an additional insured on any general liability exclusion or explosion collapse, and property policies carried underground coverage. (ii) BUSINESS AUTOMOBILE LIABILITY INSURANCE: Business Automobile Liability insurance including coverage for owned, hired, leased, rented and non-owned vehicles as follows: $1 Million combined single limit per accident (iii) WORKERS' COMPENSATION AND EMPLOYERS' INSURANCE: Workers' Compensation in the statutory amount(s) and with benefits required by this Agreementlaws of the state in which the Work is performed and the state(s) in which employees are hired, if the state(s) are other than that in which the Work is performed. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employersEmployers' liability insurance Liability with a minimum limit of liability of: $100,0001 Million bodily injury by accident/each accident, bodily $1 Million injury by disease/each employee, and for bodily $1 Million injury by disease/policy limit (aggregate). A combination of primary and excess/umbrella liability policies will be acceptable as a means to meet the funds specifically required hereunder. THE REQUIRED MINIMUM LIMITS OF COVERAGE SHOWN ABOVE, HOWEVER, WILL NOT IN ANY WAY RESTRICT OR DIMINISH CONTRACTORS LIABILITY UNDER THIS AGREEMENT. 9.3 DESIGN (iv) PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury LIABILITY INSURANCE: Professional Liability Insurance coverage the effects and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used errors and omissions in the performance of professional duties in the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS.amount of $1 Million for each occurrence and aggregate, associated with Work performed under this Agreement 9.4 The DESIGN PROFESSIONAL (b) Certificates of such insurance shall provide professional liability insurancebe submitted to LCI naming LCI as ADDITIONAL INSURED on such policies as appropriate, unless waived in writing by prior to the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date start of no later than the inception of any Work associated with this Agreement. The DESIGN PROFESSIONAL must maintain These certificates shall certify that no material alteration, modification or termination of such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL coverage shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective effective without first giving the State at least thirty (30) calendar days written advance notice by certifiedto LCI. (c) Contractor shall furnish or require each Contractor Personnel to provide and maintain at all times during the term of the Agreement insurance equivalent to that which is required of the Contractor. All carriers insuring Contractor Personnel, including the subcontractors, shall waive all right to recovery against LCI for any injuries to persons or damage to property in the execution of Work performed under this Agreement. (d) Contractor shall permit any authorized representative of LCI to examine Contractor's original insurance policies should LCI so request. Should Contractor at any time neglect or refuse or provide the insurance required, or registered mailshould such insurance be canceled or non-renewed, return receipt requestedLCI shall have the right to purchase such insurance, and the cost shall be billed to Contractor. In addition, should Contractor at any time neglect or refuse to pay the necessary premium, LCI shall have the right to deduct this amount from monies due the Contractor. 9.6 The DESIGN PROFESSIONAL (e) Contractor and Contractor Personnel shall indemnify, defend and save harmless ensure full compliance with the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees terms of the DESIGN PROFESSIONAL or Occupational Safety and Health Administration (OSHA) and all jurisdictions' safety and health regulations during the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any full term of this contractAgreement. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL shall (a) Tenant shall, at its sole expense, obtain and maintain such comprehensive general liability insurance that it deems necessary during the Term, a Commercial General Liability Policy and advisable to Auto Liability Policy of Insurance (for owned, hired and non-owned vehicles of Tenant) which will adequately and sufficiently protect its interest City and that Tenant, their agents, representatives and servants from losses arising directly or indirectly from Tenant’s and City’s use of the State of IdahoBallpark and Ballpark Dedicated Parking. The State of Idaho will City shall be named on the insurance certificate(s) as an additional insured on any party and Tenant shall use commercially reasonable efforts for the umbrella coverage to follow form to include City as an additional insured. Unless otherwise agreed by City Representative and Tenant Representative in writing, the Commercial General Liability Policy of Insurance shall include the following coverage: (i) commercial general liability, ONE MILLION DOLLARS ($1,000,000) per occurrence, including fire, products/completed operations, broad form contractual liability, broad form property damage liability, host legal liquor liability and property dram shop liability; (ii) TEN THOUSAND DOLLARS ($10,000) for medical payments per each occurrence; (iii) General Aggregate, TWO MILLION DOLLARS ($2,000,000), (iv) Products/Completed Operations - Aggregate, TWO MILLION DOLLARS ($2,000,000), (v) Personal and Advertising Injury, ONE MILLION DOLLARS ($1,000,000), (vi) Fire Legal Liability, ONE MILLION DOLLARS ($1,000,000), (vii) commercial umbrella liability policy, TEN MILLION DOLLARS ($10,000,000) per occurrence/annual aggregate, including host legal liquor liability and dram shop liability in the umbrella policy; (iv) workers’ compensation (statutory benefits coverage A) plus employers liability, in the amounts of FIVE HUNDRED THOUSAND ($500,000) per employee per accident, FIVE HUNDRED THOUSAND ($500,000) per employee per disease and FIVE HUNDRED THOUSAND ($500,000) policy aggregate. Such policies carried shall also include business interruption coverage similar in nature to such coverages in place at Comparable Properties; so long as such business interruption coverage is available at reasonable cost. This clause is in no way intended to limit the liability of Tenant or City under this clause and required by this Agreement. The its hold harmless provisions running towards City or Tenant, but is only to be considered as a guideline for minimum amounts of insurance afforded that shall be primary insurance, and any insurance carried by in the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONALamounts required herein. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance (b) City agrees, at its sole expense, to cover obligations imposed by federal obtain and state statutes covering maintain property insurance at all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in times during the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception Term of this Agreement, insuring all buildings and structures comprising the Ballpark and the Ballpark Dedicated Parking, against all risk of direct physical loss or damage to the same extent and with the same coverage as other City owned buildings such as City Hall. The DESIGN PROFESSIONAL must maintain such liability City may elect to self-insure for any deductibles in said insurance for two (2) years from the date services are last provided under this Agreementpolicies. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such Such insurance coverage or self-may be maintained by any combination of single policies and umbrella policies and shall name Tenant as an additional insured. Such insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent Causes of the coverage provided by such Loss- Special Form policy or policies will be ineffective without first giving insuring the State thirty (30) calendar days written notice by certifiedBallpark for its full replacement value cost coverage or, or registered mailif such coverage is not available, return receipt requestedto the fullest value commercially available. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL From and after the Effective Date, Operator, at its sole expense, shall secure and maintain (to the extent available at commercially reasonable rates) with financially reputable insurers one or more policies of insurance insuring the Transmission Equipment and Operator's utilization of the EBS Channels against casualty and other losses of the kinds customarily carried under similar circumstances by such firms, including, without limitation: (a) "All risk" property insurance covering such Transmission Equipment to the extent of one hundred percent (100%) of its full replacement value without deduction for depreciation; (b) comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that covering liability resulting from Operator's operation of the State EBS Channels on an occurrence basis having minimum limits of Idaho. The State of Idaho will be named liability in an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage amount of not less than Three Million Dollars ($500,000 3,000,000.00) for bodily injury, personal injury, or death to any person or persons in any one occurrence, and not less than Six Million Dollars ($6,000,000.00) in the aggregate for all such losses during each occurrence policy year, and not less than Three Million Dollars ($3,000,000.00) with respect to their owneddamage to property (such minimum limits in clauses (a) and (b) to be increased by fifteen percent (15%) as of January 1, hired or non-owned vehicles2009 and every five years thereafter); and (c) all workers compensation, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional automobile liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability and similar insurance required by this section is obtained through law. All such policies shall designate Licensee as either the insured party or as a “claims made” policynamed additional insured party, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiumswritten as primary policies, deductibles not contributory with and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form excess of policies or contracts for insurance with insurers of good standing. Evidence of such insurance any coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility which Licensee may carry, and shall include a provision provide that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State issuer shall notify Licensee thirty (30) calendar days written notice by certifiedprior to any cancellation or lapse of such insurance or in any change in the coverage thereof. Executed copies of the policies of insurance required under this Paragraph or certificates thereof shall be delivered to Licensee prior to the Effective Date. Operator shall furnish Licensee with evidence of renewal of each such policy prior to the expiration of the term thereof. All insurance policies obtained pursuant to this Subparagraph shall reflect that loss proceeds payable thereunder shall be made payable to the party or parties incurring the related loss except to the extent that such loss proceeds relate to the repair, maintenance or replacement of Transmission Equipment or other equipment or facilities the repair, maintenance, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless replacement of which (i) is the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees financial responsibility of the DESIGN PROFESSIONAL Operator or (ii) has been commenced or completed by the Operator, in which case such loss proceeds shall be made payable to the Operator only and Operator shall be responsible for such repair, maintenance or replacement. In the event that any loss proceeds are paid or intended to be paid other than in accordance with the foregoing sentence, Licensee agrees to fully cooperate with either the applicable insurer or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contractOperator as required to ensure that such loss proceeds are paid in accordance herewith. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL (a) Licensee shall, at its own expense, secure and deliver to LHBX not less than thirty (30) days prior to the beginning date of Facility use by Licensee as set forth in Numerical Paragraph 1 herein. Commencement of this Agreement and shall maintain such comprehensive keep in force at all times during the term of this Agreement: (I) Commercial general liability insurance that it deems necessary on an occurrence based policy in form acceptable to LHBX, including public liability and advisable property damage, covering its activities hereunder, in an amount not less than One Million Dollars ($1,000,000) for bodily injury and One Million Dollars ($1,000,000) for property damage, Two Million Dollars (2,000,000) aggregate, including blanket contractual liability, independent contractors and broad form property damage. All insurance companies providing coverage under this Agreement, shall be licensed to protect its interest and that of do business in the State of IdahoOklahoma and have an A.M. Best “A” rating.” The coverage must be primary and non-contributory. If the event described in Numerical Paragraph 1 of this Agreement includes athletic or recreational activities, then the policy coverage must include “Participant Liability” or other otherwise state that coverage applies to liability claims made by athletic participants (this must be made clear on the certificate provided). The State coverage may not exclude any of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONALevent activities described in Numerical Paragraph 1. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for (ii) Commercial automotive bodily injury and property damage insurance in form acceptable to LHBX for business use covering all vehicles operated by Licensee, its officers, directors agents and employees in connection with its activities hereunder, whether owned by Licensee, LHBX, or otherwise with a single limit of not less than One Million Dollars ($500,000 each occurrence with respect to their owned, 1,000,000) (including an extension of hired or and non-owned vehiclescoverage); and (iii) Applicable workers compensation insurance for all of Licensee’s employees, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSas required by applicable state and federal laws. 9.4 (b) The DESIGN PROFESSIONAL following shall provide professional liability insurance, unless waived apply to the insurance policies described in writing by clauses (a) (I) and (ii) above: (i) “LHBX,” and “The City of Muskogee” shall be named as additional insured thereunder, (ii) Licensee hereby acknowledges that the OWNER, coverage limits contained in an amount any policy no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage way limit the liabilities or its replacement shall have a retroactive date obligations of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided Licensee under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insuranceincluding, without limitation, Licensee’s indemnification obligations under Numerical Paragraph 32 below. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL Each party shall secure and continuously carry in effect, with an insurance company or companies reasonably acceptable to the other, the following insurance policies: Each party shall maintain insurance for bodily injury and property damage. Such insurance shall include: provisions or endorsements naming the other party and its elected officials, officers, agents, and employees as additional insureds; provisions that such comprehensive general liability insurance that it deems necessary and advisable is primary insurance with respect to protect its the interest of each party, and that of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried maintained by the State of Idaho shall be party is excess and not contributory insurance with insurance required hereunder; and provisions or endorsements to that include broad form comprehensive liability and blanket contractual liability. Initial limits of liability for all required under this paragraph shall be $1 Million ($1,000,000) for each occurrence and $2 Million ($2,000,000) general aggregate. Anything in this Agreement notwithstanding, the parties to this Agreement mutually agree to limit the other party’s liability for insurable events arising from the performance under this Agreement to the amount of the insurance proceeds available as provided by in this Section 7.3. If applicable, for each WRO Energy Northwest will provide to the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal District the following: • Automobile Liability insurance against claims of bodily injury (including death) and state statutes property damage (including loss of use) covering all employees owned, rented, leased, non-owned, and employers' liability insurance hired vehicles used in the performance of the work, with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit 1,000,000 per accident for bodily injury and property damage of not less than $500,000 each occurrence with respect to their ownedcombined and containing appropriate uninsured motorist and No-Fault insurance provision, hired or when applicable. Automobile liability insurance will include the District as additional insured on a primary and non-owned vehiclescontributory basis. A waiver of subrogation will apply in favor of the District. If such policy is written on a claims made form, assigned the retroactive date shall be prior to or used in coincident with the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception Effective Date of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance Claims made form coverage shall be maintained by Energy Northwest for two (2) a minimum of three years from following the date services are last provided under termination of this Agreement, and Energy Northwest shall annually provide the District with proof of renewal. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in If renewal of the claims made form of policies coverage becomes unavailable, or contracts for insurance with insurers of good standing. Evidence of such insurance coverage economically prohibitive, Energy Northwest shall purchase an Extended Reporting Period Tail or self-insurance shall be in the execute another form of a certificate of insurance or statement of guarantee acceptable to the District to assure financial responsibility for liability for services performed. If Energy Northwest shall hire subcontractor for all operations and risk involving professional services exposure, this requirement may be satisfied by subcontractor’s policies. Energy Northwest shall include a provision impute the insurance requirements stated in this section to subcontractor by written contract or written agreement. Any exceptions must be mutually agreed in writing with the District. All insurance policies required hereunder shall contain provisions that cancellation, refusal to renew the policy, such policies shall not be canceled or change in any material way the nature or extent their limits of the coverage provided by such policy or policies will be ineffective liability reduced without first giving the State thirty (30) calendar days prior written notice by certifiedto the other party. Each party shall provide the other with a Certificate of Liability Insurance naming the other, or registered mailand its elected officials, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents agents, and employees from as additional insureds. It is expressly understood and against any liability, claims, damages, losses, expenses, actions agreed that is the intention hereof to constitute a waiver and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL release of any term of this contractand all subrogation rights which a party may have under any such insurance policies. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL Tenant shall maintain such comprehensive general liability the following insurance that it deems necessary (“Tenant’s Insurance”): (a) Commercial General Liability Insurance applicable to the Premises and advisable to protect its interest appurtenances providing, including blanket contractual and that personal liability, with broad form endorsement with coverages of at least $2,000,000 per occurrence, $3,000,000 in the State aggregate; (b) Excess/Umbrella Liability with coverages of Idaho. The State at least $5,000,000 per occurrence, $5,000,000 in the aggregate; (c) Property/Business Interruption Insurance written on an All Risk or Special Perils form, with coverage for broad form water damage including earthquake sprinkler leakage, at replacement cost value and with a replacement cost endorsement covering all of Idaho will be named an additional insured on any general liability Tenant’s business and trade fixtures, equipment, movable partitions, furniture, merchandise and other personal property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, within the Premises (“Tenant’s Property”) and any insurance carried Leasehold Improvements performed by or for the State benefit of Idaho shall be excess Tenant; (d) Automobile/Hired and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance Owned with a minimum limit coverage of at least $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a 1,000,000 combined single limit for bodily injury (e) Workers’ Compensation Insurance in amounts required by Law and property damage (f) Employers Liability Coverage of at least $500,000.00 per occurrence. Tenant may carry any portion of the insurance required hereunder through a so-called umbrella coverage and/or blanket policy, provided that the Landlord has been provided with information to support that the so-called blanket coverage is adequate to provide the coverages required hereunder. Any company writing Tenant’s Insurance shall have an A.M. Best rating of not less than $500,000 each occurrence A-VIII. All Commercial General Liability Insurance policies shall name as additional insureds Landlord (or its successors and assignees), the holder(s) of any mortgage(s) encumbering the Premises, Normandy Real Estate Partners, LLC, Normandy Real Estate Management, LLC and all of their affiliates, members, officers, employees, agents and representatives, managing agents and premises owners, and other designees of Landlord and its successors as the interest of such designees shall appear, with respect to their ownedthe Landlord as certificate holder being designated as follows: Normandy ▇▇▇▇▇▇▇▇▇ Road, hired LLC, ▇▇▇▇▇▇▇▇▇ Road, Marlborough, MA, c/o Normandy Real Estate Management, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. All policies of Tenant’s Insurance shall contain endorsements that the insurer(s) shall give Landlord and its designees at least 30 days’ advance written notice of any cancellation, termination, material change or non-owned vehicles, assigned to or used in the performance lapse of the Workinsurance. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL Tenant shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance Landlord with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal evidencing Tenant’s Insurance prior to renew the policy, or change in any material way the nature or extent earlier to occur of the coverage Commencement Date or the date Tenant is provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees with possession of the DESIGN PROFESSIONAL or Premises, and thereafter as necessary to assure that Landlord always has current certificates evidencing Tenant’s Insurance. So long as the DESIGN PROFESSIONAL'S consultants caused same is available at commercially reasonable rates, Landlord shall maintain so called All Risk property insurance on the Building at replacement cost value as reasonably estimated by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contractLandlord. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL ‌ a) The Participating Contractor, at no additional cost to NYSERDA, shall maintain or cause to be maintained throughout the term of this Agreement, insurance of the types and in the amounts specified in this Section. All such comprehensive insurance shall be evidenced by insurance policies, each of which shall: (1) reference this Agreement; name or be endorsed to cover the Participating Contractor as the insured, and NYSERDA and the State of New York as additional insured; and reference all work to be performed under the Program; (2) provide that such policy may not be cancelled or modified until at least 30 days after receipt by NYSERDA of written notice thereof; and be reasonably satisfactory to NYSERDA in all other respects. NYSERDA reserves the right to request insurance documentation and copies of sub-contractor agreements for any sub- contractor, and to request the identity of all participating individuals. The types and amounts of insurance required to be maintained under this Section are as follows: (1) commercial general liability insurance that it deems necessary and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury liability, including death, and property damage of not less than $500,000 each occurrence liability, incurred in connection with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurancethis Agreement, unless waived in writing by the OWNER, in an amount no less than with minimum limits of $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “in respect of claims made” policyarising out of personal injury, this coverage sickness, or its replacement shall have a retroactive date death of no later than the inception any one person, $1,000,000 in respect of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two claims arising out of personal injury, sickness or death in any one accident or disaster, and $1,000,000 in respect of claims arising out of property damage in any one accident or disaster, and (2) years from Workers’ Compensation coverage as required by New York State. Not less than 15 days prior to the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies any policy furnished or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given carried pursuant to this Agreement will survive expire, the completion Participating Contractor shall deliver to NYSERDA a certificate(s) of insurance evidencing the renewal of such policy(s), and the Participating Contractor shall promptly pay all services of DESIGN PROFESSIONAL premiums thereon due. No work shall be performed under this Agreement or the termination of without current insurance. NYSERDA will not make payments for projects completed under this Agreement for any reasonwithout current insurance certificates. b) In the event of threatened legal action, claims, encumbrances, or liabilities that may affect NYSERDA hereunder, or if deemed necessary by NYSERDA due to events rendering a review necessary, the Participating Contractor shall deliver to NYSERDA a certified copy of each policy upon request.

Insurance. 9.1 DESIGN PROFESSIONAL The Project Manager covenants and agrees that it shall, at the Owner’s cost and expense, take out and keep in full force and effect the following insurance coverages from the date of the commencement of the Work until the date of Substantial Performance, unless otherwise stipulated: (a) builders “all-risk” insurance coverage including earthquake and flood for the full replacement cost of the construction project, including the existing structure of the Stadium. Such insurance shall maintain such include hard costs; soft costs; expediting expenses; transit; unnamed storage locations; debris removal; professional fees; fire fighting expenses; blanket by-laws; delayed opening and testing and commissioning. The policy shall be issued in the name of the Owner, the Project Manager and the General Contractor. The deductible shall be no greater than $25,000 for direct damage and shall be the sole responsibility of the General Contractor; $100,000 for flood; and 3% of the property insured or $100,000, whichever is greater, for earthquake (or 5% of the property insured or $250,000, whichever is greater if the foregoing deductible option is not commercially available) for earthquake; (b) boiler and machinery coverage issued on a comprehensive form for all objects, including production machinery (if applicable), for the full replacement cost of the Project, including the existing structure, as applicable. Such insurance shall include soft costs; expediting expenses; water damage; hazardous substances; delayed opening; professional fees; and testing and commissioning. The policy shall be issued in the name of the Owner, the Project Manager and the General Contractor. The deductible shall be no greater than $25,000 for direct damage, and shall be the sole responsibility of the General Contractor; (c) project specific or general wrap-up liability insurance that it deems necessary and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named issued on an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insuranceoccurrence basis, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage an amount of not less than $500,000 each 10,000,000 per occurrence and $10,000,000 annual aggregate for all sums which the Owner, the Project Manager or the General Contractor shall become obligated to pay by reason of liability imposed by law for damages arising out of or in connection with the operations of the Owner, the Project Manager or the General Contractor, its elected officials (in the case of the Owner), agents, officers, employees or other Persons for whom the Owner, the Project Manager or the General Contractor is legally responsible relating to their obligations with respect to their ownedthe Project. Such insurance shall include bodily injury and property damage, hired or including loss of use; products, broad form completed operations; premises, property and operations; personal injury; blanket contractual liability; non-owned vehiclesautomobile; broad form property damage; owners and contractors protective; occurrence property damage; medical payments; employees as additional insured(s); contingent employer’s liability and voluntary compensation for employees not covered by the Workplace Safety and Insurance Act, assigned 1997 (Ontario); and cross liability and severability of interest clauses. Such insurance: (i) shall include 24 month completed operations; (ii) shall not contain any exclusions or limitations in respect of shoring, underpinning, raising or demolition of any building or structure, pile driving, caisson work or collapse of any structure or land from any cause; (iii) shall cover the use of explosives, if applicable, and the General Contractor shall be solely responsible for all damage, loss or costs resulting directly or indirectly from such use; (iv) shall have a deductible not exceeding $25,000, which shall be the sole responsibility of the General Contractor; (v) shall add the Project Manager, its agents, officers and employees and the Owner, its elected officials, agents, officers and employees as additional insured with respect to the operations of the General Contractor; and (vi) shall be non-contributing and apply as primary and not as excess of any insurance available to the Owner and the Project Manager and shall contain a waiver of subrogation in favour of the Owner and the Project Manager; (d) automobile liability insurance with respect to owned or leased vehicles used directly or indirectly in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional Project covering liability insurancefor bodily injury, unless waived in writing by the OWNER, in an amount no death and damage to property with a limit of not less than $1,000,000 combined single limit5,000,000 inclusive for each and every loss; (e) where applicable, professional liability (errors and omissions) insurance coverage to a limit of not less than $5,000,000. If such insurance is written on a claims made basis, the coverage shall be maintained for a period of two years subsequent to the Substantial Performance of the Work. The deductible shall be no greater than $50,000; (f) environmental impairment liability insurance required by this section is obtained through with a “claims made” policylimit of not less than $5,000,000 per incident and annual aggregate, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreementincluding third party bodily injury and property damage, including on-site and off-site clean-up and including new conditions only. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of If such insurance coverage or self-is issued on a claims made basis, such insurance shall be in maintained for a period of two years subsequent to the form Substantial Performance of a certificate the Work. The deductible shall be no greater than $50,000. Such insurance shall add the Project Manager, its agents, officers and employees and the Owner, its elected officials, agents, officers and employees as additional insureds with respect to the operations of the General Contractor. Such insurance or statement shall be non-contributing and apply as primary and not as excess of financial responsibility any insurance available to the Owner and the Project Manager and shall include contain a provision that cancellationwaiver of subrogation in favour of the Owner and the Project Manager. This policy shall be maintained by the General Contractor and at the General Contractor’s sole expense; (g) such additional insurance as the Owner reasonably requires to insure against any added risks attendant during the construction of the Project. The Owner and the Project Manager shall be an insured, refusal to renew the policy, additional insured or change beneficiary in any material way such coverage, as appropriate and as their interests may appear; and (h) the nature or extent of insurance policies prescribed in this Article 9 shall not be cancelled unless the coverage provided by such policy or policies will be ineffective without first giving insurer notifies the State Owner and the Project Manager in writing at least thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless prior to the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees effective date of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contractcancellation. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL 6.1 During the term and any Secondary Term (if applicable) of this Agreement, I shall maintain at my own expense (i) comprehensively insure and continue to insure the Goods both in Hong Kong and (if the Goods are to be used cross-border as stipulated in the Details or as permitted by you in accordance with Clause 8.4(b)) the PRC against all risks of loss or damage from every cause whatsoever, in amounts determined by you provided that in no event shall such comprehensive general liability insurance that it deems necessary and advisable to protect its interest and that be less than the full replacement value of the State of Idaho. The State of Idaho will be named an additional insured on any general liability Goods; and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance(ii) insure against public liability, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily personal injury and property damage for such amount as you reasonably require. Such insurance shall be with a reputable insurance company and under such terms and conditions as may be approved by you. 6.2 All such insurance shall be registered under the names of both parties to this Agreement, with you named as the first loss payee and with my respective rights and interests noted on the policy. The insurance shall provide that losses, if any, shall be payable to you and require that the insurer give you at least 10 days written notice prior to the effective date of any modification or cancellation thereof. 6.3 I shall pay all premiums under the insurance punctually and provide you with the original insurance policy (including certificate of insurance) and the receipts. If I default in making payment of any premium, you may (but shall not less than $500,000 each occurrence with be obliged to) make payment in respect to their owned, hired or of such premium and take any other action you consider necessary in respect of such non-owned vehiclespayment or delay in payment, assigned and immediately upon your demand, I shall reimburse you on a full indemnity basis for any payment made or expense incurred in respect of such payment or action. 6.4 I shall not: (a) do, or permit or suffer to be done anything (including by any Third-party Driver), or used fail to do anything, which might, or could prejudice any insurance as aforesaid; (b) vary the insurance without your consent; or (c) enforce, conduct, settle or compromise any claim under the insurance without your consent. 6.5 I hereby agree that I shall notify you in the performance writing within 3 days of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSoccurrence of any circumstances which would, or may, give rise to a claim under the insurance and provide you with such details as you may require. 9.4 The DESIGN PROFESSIONAL shall provide professional liability 6.6 I hereby irrevocably and by way of security appoint you as my agent to make claim for, receive payment of, and execute and endorse all documents, cheques or drafts received in payment for loss or damage under any such insurance policy. 6.7 I agree that the proceeds of such insurance, unless waived payable as a result of loss or damage to any item of the Goods, shall be applied to satisfy my obligations as set out in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain . 6.8 I agree and undertake immediately to pay over to you any and all monies received or recovered from any insurer or from any other source, and until full payment of all sums owed under this Agreement has been made to you, you shall hold all such liability insurance monies on trust for two (2) years from me and may apply the date services are last provided same in part or partial settlement of any monies due by me to you under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive general liability insurance that it deems necessary Prior to and advisable to protect its interest and that during the performance of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required work covered by this Agreement. The insurance afforded , Consultant shall be primary insurance, provide to City evidence that it has obtained and any insurance carried by maintains in full force and effect during the State term of Idaho shall be excess this Agreement: (a) Professional Liability Insurance covering Errors and Omissions of the CONSULTANT in the amount of not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal less than One Million Dollars ($1,000,000) per claim and state statutes covering all employees and employers' liability insurance with a minimum an annual aggregate limit of $100,0002,000,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance (b) Workers’ Compensation Insurance as required by law; (c) Employers' Liability Insurance (bodily injuries) with a limit of not less than One Hundred Thousand Dollars ($100,000) per occurrence with an insurance company authorized to write such insurance in all states where the CONSULTANT will have employees located in the performance of its work covering its common law liability to such employees. (d) Comprehensive General Liability Insurance and Automobile Liability Insurance covering all owned and non-owned automobiles and vehicles used by or on behalf of Consultant with One Million Dollars ($1,000,000) combined single limit for bodily injury and and/or property damage per occurrence and an annual aggregate limit of Two Million Dollars ($2,000,000). (e) Except with regard to the Professional Liability Insurance and statutory workers compensation insurance, each of the policies required herein shall name the City as an additional insured. Furthermore, each policy of insurance required herein shall (i) be written as a primary policy; (ii) expressly provide that such insurance may not less than $500,000 each occurrence be materially changed, amended or canceled with respect to their ownedthe CITY except upon thirty (30) days’ prior written notice from the insurance company to the CITY; (iii) contain an express waiver of any right of subrogation by the insurance company against the CITY and its elected officials, hired employees, or non-owned vehicles, assigned to agent; (iv) expressly provide that the insurance proceeds of any loss will be payable notwithstanding any act or used in the performance negligence of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSCONSULTANT which might otherwise result in a forfeiture of said insurance; and (v) in regard to physical property damage coverage, expressly provide that all proceeds shall be paid jointly to CONSULTANT and CITY. 9.4 (f) With regard to the Professional Liability Insurance, the CONSULTANT shall maintain the same in full force and effect during the term of this Agreement and for a period of one year thereafter. (g) The DESIGN PROFESSIONAL CONSULTANT shall provide professional liability insurance, unless waived in writing by furnish the OWNER, in an amount no less than $1,000,000 combined single limit. If liability CITY with copies of Certificates of Insurance evidencing policies of insurance required herein, including copies of the insurance policies required to be provided by this section is obtained through a “claims made” policy, this coverage or sub-consultant. The CONSULTANT shall maintain these policies as identified above for itself and its replacement shall have a retroactive date of no later than sub-consultants for the inception term of this AgreementAgreement and for a period of one year thereafter. The DESIGN PROFESSIONAL must CITY’s failure to request such certificates shall not relieve the CONSULTANT of the obligation to provide them. (h) The CONSULTANT shall maintain such liability the insurance for two (2) years from the date services are last provided in effect at all times that it is performing work under this Agreement. The DESIGN PROFESSIONAL shall be responsible Failure to pay all premiums, deductibles and all costs not covered by obtain and/or maintain such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be grounds for the CITY to find the CONSULTANT in default and terminate the form of a certificate of Agreement accordingly. Alternatively, the CITY may at its option purchase such insurance and deduct the reasonable expense therefore from payments made to or statement of financial responsibility and owing to the CONSULTANT. City shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage be provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days days’ written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term cancellation of this contractsaid professional liability insurance. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL shall 16.1 Tenant shall, at its sole cost and expense, obtain and maintain such comprehensive at all times during the Term of this Lease and require all of its contractor(s) and subcontractor(s) (including but not limited to any person providing any service and/or conducting any activity as part of Tenant's occupancy and use of the Leased Premises) to secure and maintain in force at all times during the construction of any project and/or the provision of any service and/or conduct of any activity as part of Tenant's occupancy and use of the Leased Premises, insurance on the Leased Premises for liability for damages imposed by Law and assumed under this Lease of the types and in the amounts hereinafter provided: (a) Comprehensive general liability insurance that it deems necessary as broad as the standard coverage form currently in use in the State of New Jersey which shall not be circumscribed by any endorsements limiting the breadth of coverage (including coverage for product liability, protection, indemnity, Tenant owned or operated motor vehicles, broad form contractual liability, completed operations and advisable broad form property damage endorsements) against claims for bodily injury, death or property damage occurring on, in or about the Leased Premises. Limits of liability shall not be less than $1,000,000.00 per occurrence for bodily injury liability and for property damage liability combined single limit; (b) Property insurance to protect its interest cover loss or damage on an ''All Risk'' of physical loss form of coverage against fire, loss, theft and that damage on the personal contents of the Leased Premises; (c) Worker's compensation and employer’s liability insurance applicable to the Laws of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insuranceNew Jersey, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage limits of not less than $500,000 each 100,000.00 per occurrence for bodily injury liability and $100,000.00 occupational disease per employee with respect an aggregate limit of $500,000.00 occupational disease, except that if Tenant does not have employees working for him/her, such insurance will not be required; and (d) Such other insurance in such amounts as may from time to their owned, hired or non-owned vehicles, assigned to or used time be reasonably required by Landlord against other insurable risks which at the time are commonly insured against in the performance case of Premises similarly situated with due regard to the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTStype improvements and type of use and operations to be conducted by Tenant under this Lease. 9.4 The DESIGN PROFESSIONAL 16.2 All insurance coverage required to be maintained by Tenant in accordance with this Lease shall be issued by an insurance company authorized and approved to conduct business in the State of New Jersey, and shall name the State of New Jersey, State Agriculture Development Committee, as an additional insured. 16.3 Prior to the Effective Date of this Lease, Tenant shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance Landlord with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement evidencing that Tenant has obtained all insurance required herein above. The certificate of financial responsibility and insurance shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State provide for thirty (30) calendar days written notice notice, in writing, to Landlord prior to any cancellations, expiration or non-renewal during the term the insurance is required to be maintained in accordance with this Lease. 16.4 In the event Tenant fails or refuses to renew any of its insurance policies to the extent required by certifiedthis Lease or any policy is canceled, terminated or modified so that the insurance does not meet the requirements of this Lease, Tenant shall immediately suspend all operations on the Leased Premises until Tenant obtains insurance coverage in satisfactory form in compliance with this Lease or terminate this Lease. 16.5 Tenant expressly understands and agrees that any insurance protection required by this Lease shall in no way be interpreted to modify, limit or reduce the indemnifications herein made by Tenant to Landlord or to limit Tenant's liability hereunder to the proceeds of, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idahopremiums due upon, the Division policies of Public Worksinsurance required to be maintained by Tenant under this Lease, (name of agency), their officers, agents and employees nor shall insurance requirements preclude Landlord from and against taking such other actions as are available to it under any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term provision of this contractLease or otherwise pursuant to law. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL Section 4.01. Lessee shall not permit any use of the Demised Premises which will make voidable any insurance on the Premises, or on the contents of said Premises, or which shall be contrary to any requirements or recommendations from time to time established or made by the Lessor’s insurer. Lessee shall, on demand, reimburse the Lessor, and all other lessees, in full for all extra insurance premiums caused by the Lessee’s use of the Demised Premises. Section 4.02. The Lessee shall maintain such comprehensive general liability with respect to the Demised Premises and the Premises, Commercial General Liability insurance that it deems necessary and advisable to protect its interest and that in the amount of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of at least $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a 2,000,000.00 combined single limit for limit, bodily injury and property damage per occurrence; $2,000,000.00 annual aggregate with a deductible of not less no more than $500,000 500.00, with companies having Best Insurance Guide Rating of A- or better, qualified to do business in Massachusetts and in good standing therein, insuring the Lessor, its managing agent, its mortgagee and any ground lessors (provided Lessee is provided the name(s) of such mortgagee(s) and ground lessor(s)) as additional insureds and Lessee as the named insured against injury to persons or damage to property. Lessee shall also maintain (a) property insurance, including so-called “Improvements and Betterments” coverage, on the Demised Premises and the contents thereon, including any improvements made by Lessee, and (b) workmen’s compensation insurance as required by applicable law. Section 4.03. The Lessor shall maintain at least $2,000,000.00 of Commercial General Liability insurance (including so-called umbrella coverage) covering the Premises. Lessor shall maintain property insurance on the Premises in the amount of its full replacement value as reasonably determined by Lessor. Section 4.04. During all construction by Lessee, if any, Lessee shall maintain adequate liability insurance (naming Lessor, its managing agent, its mortgagee and any ground lessors as additional insureds) and maintain adequate builder’s risk and workmen’s compensation insurance, all such insurance to be reasonably satisfactory to Lessor. Section 4.05. To the extent obtainable from each occurrence party’s insurance carrier, Lessor and Lessee agree that their insurance policies shall contain waiver of subrogation provisions. Each of Lessor and Lessee, on behalf of itself and its insurers, hereby waives all rights of subrogation and recovery against the other with respect to their owned, hired or non-owned vehicles, assigned any damage to or used in property to the performance of extent covered by insurance maintained by the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSwaiving party. 9.4 The DESIGN PROFESSIONAL Section 4.06. Prior to the Term Commencement Date, and thereafter, at least fifteen (15) business days prior to the expiration of any such policies, Lessee shall provide professional liability insurance, unless waived in writing Lessor with certificates of all insurance maintained or required to be maintained by the OWNER, in an amount no less than $1,000,000 combined single limitLessee. If liability All insurance required to be maintained by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided Lessee under this Agreement. The DESIGN PROFESSIONAL Article 4 shall provide that it will not be responsible subject to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policytermination, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State except after at least thirty (30) calendar days days’ prior written notice by certifiedto Lessor, its managing agent, and its mortgagee or registered mail, return receipt requestedground lessor (if applicable). 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL (a) Tenant shall maintain in full force and effect the following insurance written by one or more responsible companies with an A.M. Best rating of A-VIII or better, licensed to do business in the state in which the Premises is located in form and content reasonably satisfactory to Landlord, including, except as to subsection (2) of this Section XXXI, Landlord and Landlord’s managing agent as additional insureds, and Tenant shall keep deposited with the Landlord copies of all policies of insurance, or certificates thereof, with endorsements on such comprehensive general liability policies or certificates to the effect that such insurance that it deems necessary shall not be cancelled by the insurer without at least fifteen (15) days prior notice to Landlord: (1) Commercial General Liability insurance in the broadest form of such coverage as is available from time to time in the jurisdiction in which the Premises is located, applying to the use and advisable to protect its interest and that occupancy of the State Premises and all operations of Idaho. The State of Idaho will be named the Tenant written on an additional insured on any occurrence basis with the following minimum limits: One Million Dollars ($1,000,000) each occurrence, Two Million Dollars ($2,000,000) general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insuranceaggregate, and Two Million Dollars ($2,000,000) products and completed operations aggregate. Such coverage shall include personal injury, including death, to one or more than one person arising out of any insurance carried by the State one incident, premises and operations, products and completed operations, contractual liability coverage, broad form property damage liability (included completed operations of Idaho subcontractors) and personal and advertising injury liability coverage, and shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with also include a minimum limit of Three Hundred Thousand Dollars ($100,000300,000) for property damage to rented premises (per occurrence). At any time during the term hereof upon sixty (60) days’ notice, Landlord may require the Tenant to increase the amount of insurance required hereunder to a greater commercially reasonable amount as may be required by Landlord or recommended by Landlord’s insurance advisor or required by Landlord’s mortgagee. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of not less than $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from Worker’s compensation insurance in the date minimum amount required by statute covering all employees of Tenant, and, if Tenant shall contract with any independent contractor for the furnishing of labor, materials or services are last provided under this Agreement. The DESIGN PROFESSIONAL to Tenant, Tenant shall be responsible require such independent contractor to pay maintain worker’s compensation insurance covering all premiums, deductibles its employees and all costs not covered by such insurancethe employees of any subcontractor. 9.5 Any (3) Extended coverage property damage insurance provided under this article shall be in covering Tenant’s personal property located at the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of Premises (furniture, fixtures and equipment on a certificate of insurance or statement of financial responsibility replacement cost basis) and shall include a provision that cancellationTenant improvements, refusal to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requestedif any. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL (a) Tenant shall procure and maintain such comprehensive general liability insurance that it deems necessary with respect to the Premises. Landlord, ▇▇▇▇▇▇▇ Building Company, L.L.C. (“SBC”), Landlord’s Manager (presently ▇▇▇▇▇▇▇ Equities Group, L.L.C.) and advisable Landlord’s mortgagee(s) shall be named as additional insureds. The liability insurance policy shall protect Landlord, Tenant and Landlord’s Manager and mortgagee(s) against any liability which arises from any occurrence on or about the Premises, or which arises from any liability, claims or costs indicated in Par. 14 against which Tenant is required to protect its interest indemnify Landlord. ICM: 09/18/02 FORM: AmberJc2.meb Rev. 09/18/02 MTNT-Msty-Office G+TE – AJ Lease F:\wpdata\meb2\Leases\ValeritasLse3.doc 10/16/09 5:30p.m. 3 (b) The policy is to be written by a good and that solvent insurance company authorized to transact insurance business in the state in which the Property is located. The coverage limits of the State policy shall be at least $2,000,000 in combined single limit with respect to personal injury, death or property damage arising out of Idahoany one occurrence. The State of Idaho will Such amount shall be named an additional insured on any general liability and property policies carried and subject to periodic increase as reasonably required by this AgreementLandlord. The A certificate evidencing such insurance afforded policy shall be primary insurancedeposited with Landlord at least ten (10) days prior to the Commencement Date. Certificates evidencing renewals of such policy shall be deposited with Landlord not less than thirty (30) days prior to the end of the term of such policy. Such insurance shall not be subject to cancellation except after at least ten (10) days prior written notice to Landlord, and any insurance carried by the State of Idaho loss shall be excess and not contributory to that provided by the DESIGN PROFESSIONALpayable notwithstanding any act or negligence of Tenant or Landlord or any agent or employee thereof. 9.2 DESIGN PROFESSIONAL (c) Landlord shall carry Worker's Compensation Insurance to cover obligations imposed by federal procure and state statutes covering all employees and employers' liability maintain (i) “All Risk” or “Special Form-Causes of Loss” insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage of in an amount not less than $500,000 the full replacement cost of the Premises and the Building; and (ii) during the period in which Landlord is performing Landlord’s Work, “Builder’s Risk” insurance. All such policies shall be written by good and solvent insurance companies authorized to transact business in the state in which the Property is located. (d) Landlord and Tenant hereby release each occurrence with respect other from any and all liability or responsibility to the other or anyone claiming through or under it or them by way of subrogation or otherwise, for any loss or damage occasioned to Landlord or Tenant, as the case may be, or to their ownedrespective property, hired whether or non-owned vehicles, assigned to not such damage or used in the performance loss shall have been caused by any acts or omissions of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insuranceother party, unless waived in writing which loss or damage is insured under any insurance policy carried by Landlord or Tenant (or which would have been insured if the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section Lease had been maintained). This waiver is obtained through a “claims made” in addition to any other waiver or release contained in this Lease. Every insurance policy carried by Landlord or Tenant shall include provisions waiving the insurer’s subrogation rights against the other party. (e) Tenant shall comply with the requirements of any insurance policy carried by Landlord or Tenant covering the Property or the Premises, all requirements of the issuer of any such policy, this coverage or its replacement shall and the applicable regulations and requirements of the National Board of Fire Underwriters, any applicable local board of fire underwriters, and any other body exercising a similar function. If the premiums for any insurance policy maintained by Landlord applicable to the Property exceed the rate that would have been applicable for the permitted use of Tenant as a retroactive date result of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain failure by Tenant to comply with such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policyrequirements, or change as a result of or in any material way connection with the nature or extent of use to which the coverage provided Premises are put by Tenant, Tenant shall reimburse Landlord for such policy or policies will be ineffective without first giving the State excess within thirty (30) calendar days written notice by certified, or registered mail, return receipt requestedafter Landlord’s request therefor. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL shall maintain such comprehensive (i) Tenant at all times during the Lease Term shall, at its own expense, keep in full force and effect (A) commercial general liability insurance that it deems necessary providing coverage against bodily injury and advisable disease, including death resulting therefrom and property damage to protect a combined single limit of $3,000,000 to one or more than one person as the result of any one accident or occurrence, which shall include provision for contractual liability coverage insuring Tenant for the performance of its interest indemnity obligations set forth in this Paragraph 8 and that in Paragraph 6(g)(ii) of this Lease (to the State extent covered by a standard CGL Policy), which amount may be satisfied through a combination of Idahocommercial general liability insurance and an Excess Limits (Umbrella) Policy, (B) worker’s compensation insurance to the statutory limit, if any, and employer’s liability insurance to the limit of $500,000 per occurrence, and (C) Special Form property insurance, including fire and extended coverage, sprinkler leakage (including sprinkler leakage), vandalism, malicious mischief, wind and/or hurricane coverage covering full replacement value of all of Tenant’s personal property, trade fixtures and improvements in the Premises. The State of Idaho will Landlord and its designated property management firm shall be named an additional insured on each of said policies (excluding the worker’s compensation policy and any property covered other than to improvements to the Premises) and said policies shall be issued by an insurance company or companies authorized to do business in the State and which have policyholder ratings not lower than “A-” and financial ratings not lower than “VII” in Best’s Insurance Guide (latest edition in effect as of the Effective Date and subsequently in effect as of the date of renewal of the required policies). EACH OF SAID POLICIES SHALL ALSO INCLUDE A WAIVER OF SUBROGATION PROVISION. Tenant hereby waives its right of recovery against any Landlord Indemnitee of any amounts paid by Tenant or on Tenant’s behalf to satisfy applicable worker’s compensation laws. Certificates showing the material terms for the same, together with satisfactory evidence of the payment of the premiums therefor, shall be deposited with Landlord on the date Tenant first occupies the Premises and upon renewals of such policies not less than fifteen (15) days prior to the expiration of the term of such coverage. If certificates are supplied rather than the policies themselves, Tenant shall allow Landlord, at all reasonable times, to inspect the policies of insurance required herein. Landlord and Tenant acknowledge that Tenant shall have the right to cover its insurance requirements set forth in this Paragraph 8(d) with a blanket policy and a combination of general liability and property umbrella insurance coverages, provided that the amounts (based upon the general liability policy and the allocations of the umbrella policy) and other conditions required to be satisfied by the terms of this Paragraph 8(d) are satisfied by such coverages. (ii) It is expressly understood and agreed that the coverages required represent Landlord’s minimum requirements and such are not to be construed to void or limit Tenant’s obligations contained in this Lease, including without limitation Tenant’s indemnity obligations hereunder. Neither shall (A) the insolvency, bankruptcy or failure of any insurance company carrying Tenant, (B) the failure of any insurance company to pay claims occurring nor (C) any exclusion from or insufficiency of coverage be held to affect, negate or waive any of Tenant’s indemnity obligations under this Paragraph 8 and Paragraph 6(g)(ii) or any other provision of this Lease. With respect to insurance coverages, except worker’s compensation, maintained hereunder by Tenant and insurance coverages separately obtained by Landlord, all insurance coverages afforded by policies carried and required of insurance maintained by this Agreement. The insurance afforded Tenant shall be primary insurance as such coverages apply to Landlord, and such insurance coverages separately maintained by Landlord shall be excess, and Tenant shall have its insurance policies so endorsed. The amount of liability insurance under insurance policies maintained by Tenant shall not be reduced by the existence of insurance coverage under policies separately maintained by Landlord. Tenant shall be solely responsible for any premiums, assessments, penalties, deductible assumptions, retentions, audits, retrospective adjustments or any other kind of payment due under its policies. Tenant shall increase the amounts of insurance or the insurance coverages as Landlord may reasonably request from time to time, but not in excess of the requirements of prudent landlords or lenders for similar tenants occupying similar premises in the metropolitan area in which the Building is located. (iii) Tenant’s occupancy of the Premises without delivering the certificates of insurance shall not constitute a waiver of Tenant’s obligations to provide the required coverages. If Tenant provides to Landlord a certificate that does not evidence the coverages required herein, or that is faulty in any respect, such shall not constitute a waiver of Tenant’s obligations to provide the proper insurance. (iv) Throughout the Lease Term, Landlord agrees to maintain (i) fire and extended coverage insurance, and, at Landlord’s option, earthquake damage coverage, terrorism coverage, wind and any hurricane coverage, and such additional property insurance carried by coverage as Landlord deems appropriate, on the State insurable portions of Idaho shall Building and the remainder of the Project in an amount not less than the fair replacement value thereof, subject to reasonable deductibles (ii) boiler and machinery insurance amounts and with deductibles that would be excess considered standard for similar class office building in the metropolitan area in which the Premises is located, and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto (iii) commercial general liability insurance with a combined single limit for bodily injury and property damage coverage of not less than at least $500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance of the Work1,000,000.00 per occurrence. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain All such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be obtained from insurers Landlord reasonably believes to be financially responsible in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policy, or change in any material way the nature or extent light of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 risks being insured. The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement premiums for any reasonsuch insurance shall be a part of Operating Expenses.

Insurance. 9.1 DESIGN PROFESSIONAL 15.1 Tenant shall maintain throughout the Term: 15.1.1 keep the Premises and equipment on, in and appurtenant thereto insured against loss or damage by fire, with extended coverage including “all risk”, “difference in condition” coverage, in an amount equal to one hundred (100%) percent of the full replacement value thereof without diminution of such comprehensive replacement cost for depreciation or obsolescence, by policies containing the usual co-insurance clause and written with a commercially reasonable deductible; Landlord shall at all times be entitled to insurance in an amount sufficient to avoid being a co-insurer; 15.1.2 keep in effect commercial general public liability insurance against claims for bodily injury or death and property damage occurring upon, in or about the Premises, and on, in or about the adjoining streets, sidewalks and passageways, providing coverage in the sum of at least Ten Million Dollars ($10,000,000.00) combined single limit per occurrence in respect of either bodily injury or death to any number persons or for property damage. Tenant shall cause a contractual liability endorsement of Tenant’s indemnification undertaking set forth in Article 33 to be written in connection with such commercial general public liability insurance. The aforesaid coverage limitations shall be increased by Tenant from time to time at Landlord’s request throughout the Term so that such coverage shall conform to the liability coverage then customarily maintained for premises similarly situate; 15.1.3 keep in effect boiler and machinery insurance, water damage insurance (direct and legal liability); sprinkler leakage insurance (direct and legal liability) and, in the event of war or threatened hostilities, appropriate forms of war damage or war risk insurance if issued by the federal government or any agency thereof and if appropriate, flood insurance; 15.1.4 keep in effect environmental insurance in reasonable and customary amounts maintained for premises engaged in the manufacture of batteries and related materials and otherwise comparable to the Premises. 15.2 Casualty and general liability insurance required to be maintained by Tenant may be effected by a policy or policies of blanket insurance which may cover other properties, provided that it deems necessary the protection and advisable coverage afforded thereunder shall not be less than the protection or coverage which would have been afforded under a separate policy relating to protect its interest the Premises only and that in all other respects such policy shall comply with the other provisions of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property this Article 15. 15.3 Tenant's insurance policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with for a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage term of not less than $500,000 each occurrence one year and shall provide: 15.3.1 a waiver of all right of subrogation against Landlord with respect to their ownedall losses payable under such policies; and 15.3.2 that such policies shall not be invalidated should the insured waive, hired prior to a loss, any or non-owned vehiclesall right of recovery against any party for losses covered by such policies; and 15.3.3 that losses thereunder, assigned if any, shall be adjusted with and payable to Landlord except as otherwise provided herein, or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTSif requested by Landlord to any or all Fee Mortgagees pursuant to a standard Florida State mortgagee endorsement; and 15.3.4 that such policies shall not be cancelled except upon at least thirty (30) days’prior written notice to Landlord and any Fee Mortgagee. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance15.4 Tenant hereby waives any and all right of recovery which it might otherwise have against Landlord, unless waived in writing by its servants, agents and employees, for loss or damage to Tenant’s furnishings, trade fixtures, equipment, installations, and other personal property, notwithstanding that such loss or damage may result from the OWNERnegligence or fault of Landlord, in an amount no less than $1,000,000 combined single limit. If liability its licensees, invitees, servants, agents or employees. 15.5 All insurance required by this section is obtained through a “claims made” policyArticle 15 shall be effected under valid and enforceable policies issued by insurers of recognized responsibility, this coverage or its replacement licensed to do and doing business in the State of Florida, and shall have a retroactive name Landlord and all Fee Mortgagees as additional insureds, as their interests may appear. Before Tenant takes possession of the Premises (and thereafter not less than fifteen (15) days prior to the expiration date of no later than any expiring policies theretofore furnished pursuant to this Article 15) originals, certified copies or certificates of the inception of this Agreement. The DESIGN PROFESSIONAL must maintain policies for such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form delivered by Tenant to Landlord. Tenant shall also furnish to Landlord from time to time upon Landlord’s request, a certificate signed by an executive officer of Tenant or a certificate of insurance or certified by Tenant’s insurance carrier containing a statement of financial responsibility insurance effected by Tenant pursuant to this Lease and then in force and stating that the insurance then in force complies with the provisions of this Lease and that the premiums thereon have been paid. Tenant shall include a provision that cancellation, refusal to renew promptly notify Landlord of the policy, cancellation or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL terms of any term of this contractsuch insurance policy. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL CONSULTANT shall acquire and maintain such comprehensive Workers’ Compensation, employer’s liability, commercial general liability, owned and non-owned and hired automobile liability, and professional liability insurance that it deems necessary and advisable covering risks relating to protect its interest and that CONSULTANT’s services to be performed hereunder in form subject to the approval of the State of IdahoCity Attorney and/or CITY’s Risk Manager. The State minimum amounts of Idaho will coverage corresponding to the aforesaid categories of insurance per insurable event, shall be named an additional insured on any general liability as follows: Insurance Category Minimum Limits Workers’ Compensation statutory minimum Employer’s Liability $1,000,000 per accident for bodily injury or disease Commercial General Liability $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, personal injury and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of damage Automobile Liability $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit 1,000,000 per accident for bodily injury and property damage (coverage required to the extent applicable to CONSULTANT’s vehicle usage in performing services hereunder) 1Professional Liability $1,000,000 per claim and $2,000,000 1 Note: Professional liability insurance coverage is not required if the contractor/vendor/consultant is not providing a service regulated by the state. (Examples of not less than $500,000 each occurrence service providers regulated by the state are insurance agents, professional engineers, doctors, certified public accountants, lawyers, etc.) Please check and initial the following if professional liability is NOT required for this agreement. □ Recommended [Project Manager] □ Approved [Risk Manager] Concurrently with the execution of this Agreement, CONSULTANT shall furnish CITY with certificates and copies of information or declaration pages of the insurance required hereunder and, with respect to their owned, hired or non-owned vehicles, assigned to or used in the performance evidence of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional commercial general liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If and automobile liability insurance required by this section is obtained through a “claims made” policycoverage, this original endorsements: (a) Precluding cancellation or reduction in per occurrence limits before the expiration of thirty (30) days (10 days for nonpayment) after City shall have received written notification of cancellation in coverage or reduction in per occurrence limits by first class mail; (b) Naming the City of San ▇▇▇▇▇▇, its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability Council, officers, boards, commissions, attorneys, employees, and agents, as additional insureds; and (c) Providing that CONSULTANT’s insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL coverage shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for primary insurance with insurers of good standing. Evidence of such respect to CITY, its Council, officers, boards, commissions, attorneys, employees, and agents, and any insurance coverage or self-insurance maintained by CITY for itself, its Council, officers, boards, commissions, employees, or agents shall be in excess of CONSULTANT’s insurance and not contributory with it. Claims Made Policies If any of the form required policies provide claims-made coverage: 1. The Retroactive Date must be shown, and must be before the date of a certificate the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or statement non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of financial responsibility five (5) years after completion of contract work. Verification of Coverage Consultant shall furnish the CITY with original certificates and amendatory endorsements effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the CITY before work commences. However, failure to obtain the required documents prior to the work beginning shall include not waive the Consultant’s obligation to provide them. The CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Waiver of Subrogation Consultant hereby grants to CITY a waiver of any right to subrogation which any insurer of said Consultant may acquire against the CITY by virtue of the payment of any loss under such insurance. This provision that cancellationapplies regardless of whether or not the CITY has requested or received a waiver of subrogation endorsement from the insurer. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, refusal unless otherwise acceptable to renew the policyCity. Special Risks or Circumstances CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requestedother special circumstances. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL (a) At all times throughout the term of this Subcontract and any renewal(s) and extension(s), Network Provider shall maintain such comprehensive general liability continuous insurance that it deems necessary coverage in accordance with the following requirements: i General Liability – limits of not less than $1,000,000 per any one occurrence and advisable $3,000,000 aggregate; ii Auto Liability (to protect its interest include owned and that Non-owned Auto Liability) of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's less than $1,000,000 combined single limit; iii Workers’ Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a combined single limit for bodily injury and property damage – including Employers Liability limits of not less than $500,000 each occurrence with respect to their ownedaccident, hired or non-owned vehicles$500,000 disease each employee, assigned to or used in the performance $500,000 disease policy limit; iv Professional Liability – limits of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no not less than $1,000,000 combined single limitper claim; v Sexual Abuse & Molestation coverage – limits of not less than $1,000,000 per occurrence. (b) Network Provider shall name ChildNet, Inc. as Additional Insured on the required polices listed above, except Worker’s Compensation, and the Department of Children and Families as Additional Insured on the general liability policy only. If liability insurance required The additional insured endorsement shall provide coverage for damages caused in whole or in part by this section is obtained through the named insured or those working on the named insured's behalf. Network Provider’s policies shall be primary and ChildNet's policies "noncontributory." ChildNet, Inc. shall be a “claims made” policycertificate holder on Network Provider’s Workers’ Compensation policy and Network Provider’s Worker’s Compensation insurer shall provide a waiver of subrogation in favor of ChildNet, this coverage or its replacement Inc. ChildNet shall have the right to prior review and approval of all policies, forms and endorsements purportedly providing Additional Insured coverage for ChildNet. (c) For any required coverage that is written on a claims made basis, Network Provider shall maintain a retroactive date of no that is not later than the inception effective date of this Agreementthe first contract between ChildNet and Network Provider. The DESIGN PROFESSIONAL must Network Provider agrees to maintain such liability insurance continuous claims made coverage and continue to name ChildNet, Inc. as additional insured for two (2) a period of not less than 7 years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insuranceafter termination of contract with ChildNet. 9.5 Any insurance provided under this article shall (d) All Network Provider’s insurers must be licensed or eligible to do business in the form Florida, carry an A.M. Best rating of policies A-VII or contracts for insurance with insurers better, and give ChildNet written notice of good standing. Evidence of such insurance coverage any intention to cancel or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal refuse to renew the policypolicy at least 30 days prior to cancellation or nonrenewal. (e) Network Provider shall ensure that there are no exceptions or exclusionary criteria for ▇▇▇▇▇▇ care related services included in Network Provider’s insurance policy that would prohibit such services from being covered by Network Provider’s insurance carrier. (f) Network Provider shall furnish to ChildNet and the Department a Certificate of Insurance certifying the type and minimum amounts of insurance coverage at the time of execution of this Subcontract, or change in any material way and shall provide ChildNet with updated Certificates of Insurance as needed. Network Provider shall furnish the nature or extent of Additional Insured Endorsement naming ChildNet, Inc. Additional Insured on all required liability coverage. Network Provider shall require the coverage provided by such policy or policies will be ineffective without first giving insurer to provide ChildNet and the State thirty (30) calendar days Department written notice by certified, of any intention to cancel or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless refuse to renew a policy at least 30 days prior to cancellation or nonrenewal. ChildNet is prohibited from entering into any subcontracts with any Network Provider who does not minimally meet the State of Idaho, the Division of Public Works, (name of agencyinsurance requirements as outlined in Section 409.993(3), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contractFlorida Statutes. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL (a) Without limiting Consultant’s duty to indemnify as set forth in this Agreement, Consultant shall maintain such comprehensive maintain, at no additional cost to TAMC, throughout the term of this Agreement a policy or policies of insurance with the following coverage and minimum limits of liability [check as applicable – consult with attorney if unsure]: □ Commercial general liability insurance that it deems necessary and advisable to protect its interest and that of the State of Idaho. The State of Idaho will be named an additional insured on any general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, including but not limited to premises, personal injury, products, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of $100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance completed operations, with a combined single limit for bodily injury and property damage of One Million Dollars ($1,000,000) per occurrence. □ Professional liability insurance in the amount of not less than One Million Dollars ($500,000 each occurrence with respect to their owned, hired or non-owned vehicles, assigned to or used 1,000,000) per claim and Three Million Dollars ($3,000,000) in the performance aggregate, to cover liability for malpractice or errors or omissions made in the course of the Workrendering professional services. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide If professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through written on a “claims made” policybasis rather than an “occurrence” basis, this coverage Consultant shall, upon the expiration or its replacement shall have a retroactive date of no later than the inception termination of this Agreement, obtain extended reporting coverage (“tail coverage”) with the same liability limits. The DESIGN PROFESSIONAL must maintain Any such liability tail coverage shall continue for at least three years following the surviving term of Consultant’s obligation to defend, indemnify and hold harmless TAMC as set for in Paragraph 9. □ Comprehensive automobile insurance for two (2) years from the date covering all motor vehicles, including owned, leased, hired and non-owned vehicles used in providing services are last provided under this Agreement. The DESIGN PROFESSIONAL , with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence. (b) All insurance required under this Agreement shall be responsible with a company acceptable to pay TAMC and authorized by law to transact insurance business in the State of California. Unless otherwise provided in this Agreement, all premiumssuch insurance shall be written on an occurrence basis; or, deductibles and all costs if any policy cannot covered by be written on an occurrence basis, such insurancepolicy shall continue in effect for a period of two years following the date of Consultant’s completion of performance hereunder. 9.5 Any (c) Each policy of insurance provided required under this article Agreement shall provide that TAMC shall be given written notice at least thirty days in the form advance of any change, cancellation or non- renewal thereof. Each policy shall provide identical coverage for each subconsultant performing work under this Agreement or be accompanied by a certificate of insurance for each subconsultant showing identical insurance coverage. (d) Commercial general liability and automobile liability policies or contracts for insurance with insurers of good standing. Evidence of shall provide an endorsement naming TAMC, its officers, agents, and employees, as additional insureds and shall further provide that such insurance coverage is primary to any insurance or self-insurance maintained by TAMC, and that no insurance of any additional insured shall be in the form of called upon to contribute to a certificate of insurance loss covered by Consultant’s insurance. (e) TAMC shall not be responsible for any premiums or statement of financial responsibility and shall include a provision that cancellation, refusal to renew assessments on the policy, or change in any material way the nature or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requested. 9.6 The DESIGN PROFESSIONAL shall indemnify, defend and save harmless the State of Idaho, the Division of Public Works, (name of agency), their officers, agents and employees from and against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or the DESIGN PROFESSIONAL'S consultants caused by or arising out of the negligent performance, act or omission by the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representations, indemnifications or limitations of liability made in or given to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.

Insurance. 9.1 DESIGN PROFESSIONAL shall 1) The Concessionaire will maintain such comprehensive general the following insurance coverage (i) General liability insurance that it deems necessary and advisable to protect its interest and that as per Table One; (ii) Additional insured status with an endorsement as broad as ISO Additional Insured Endorsement CG20101185; (iii) Endorsement for sexual molestation for the limits of the State of Idaho. The State of Idaho will be named an additional insured on any one million dollars ($1,000,000) general liability and property policies carried and required by this Agreement. The insurance afforded shall be primary insurance, and any insurance carried by the State of Idaho shall be excess and not contributory to that provided by the DESIGN PROFESSIONAL. 9.2 DESIGN PROFESSIONAL shall carry Worker's Compensation Insurance to cover obligations imposed by federal and state statutes covering all employees and employers' liability insurance with a minimum limit of two million dollars ($100,000. 9.3 DESIGN PROFESSIONAL shall carry comprehensive auto liability insurance with a 2,000,000) aggregate; (iv)Vehicle liability: Five hundred thousand dollars ($500,000) combined single limit for bodily injury all vehicles; (v) Statutory workers’ compensation and property damage employer’s liability of five hundred thousand dollars ($500,000) per accident, five hundred thousand dollars ($500,000) per disease and five hundred thousand dollars ($500,000) disease policy limits; (vi) Coverage must include environmental clean-up unless documentation is provided by the Concessionaire that this is not less than $500,000 each occurrence with respect available or feasible 2) The County and the Bureau of Reclamation or the Bureau of Land Management shall be named “additional insured” under all insurance policies except for Worker’s Compensation policy. Copies of all insurance policies or certificates shall be made available to their ownedthe County upon request. Copies of the Certificate of Insurance (COI) shall be furnished annually to the County. The County shall be given thirty (30) days' advance written notice of cancellation of a policy, hired or non-owned vehicles, assigned to or used in the performance of the Work. **REVISE AMOUNT OF PROFESSIONAL LIABILITY INSURANCE REQUIRED IN 9.4 BELOW PER THE CURRENT SCHEDULE OF PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS. 9.4 The DESIGN PROFESSIONAL shall provide professional liability insurance, unless waived in writing by the OWNER, in an amount no less than $1,000,000 combined single limit. If liability insurance required by this section is obtained through a “claims made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. The DESIGN PROFESSIONAL must maintain such liability insurance for two (2) years from the date services are last provided under this Agreement. The DESIGN PROFESSIONAL shall be responsible to pay all premiums, deductibles and all costs not covered by such insurance. 9.5 Any insurance provided under this article shall be in the form of policies or contracts for insurance with insurers of good standing. Evidence of such insurance coverage or self-insurance shall be in the form of a certificate of insurance or statement of financial responsibility and shall include a provision that cancellation, refusal to renew the policyrenewal, or change in any material way the nature coverage or extent of the coverage provided by such policy or policies will be ineffective without first giving the State thirty (30) calendar days written notice by certified, or registered mail, return receipt requestedlimits. 9.6 3) The DESIGN PROFESSIONAL Concessionaire assumes all risk of loss and shall indemnifybe responsible for any and all losses to the Concessionaire’s property and all Concessionaire improvements within the Concession site. Such Loss to the Concessionaire’s property may result from, defend but is not limited to, theft, vandalism, fire and save harmless the State of Idaho, the Division of Public Works, any fire-fighting activities (name of agencyincluding prescribed burns), their officerslandslides, agents rising waters, winds, falling limbs or trees, and employees from and acts of God. 4) A Waiver of Subrogation/recovery against any liability, claims, damages, losses, expenses, actions and suits whatsoever, including injury or death of others or any employees of the DESIGN PROFESSIONAL or County shall be included in all policies. 5) The County reserves the DESIGN PROFESSIONAL'S consultants caused by or arising out of right to revise the negligent performance, act or omission by minimum required insurance limits during the DESIGN PROFESSIONAL of any term of this contract. 9.7 All express representationsAgreement, indemnifications provided the changes are consistent with market conditions, prudent business judgment, and industry standards. Concession Description Insurance Requirement Rental - Boats and Jet Skis Not Guided Tours $1,000,000 General Liability $3,000,000 Aggregate Horseback riding on designated trails $1,000,000 General Liability $2,000,000 Aggregate Food Vending Services from Trailer or limitations of liability made in Boat (land or given water) authorized Kart, $1,000,000 General Liability $2,000,000 Aggregate Guided Sailing or Boat Tours/Cruises $1,000,000 General Liability $2,000,000 Aggregate Guided Jet Skis Tours $1,000,000 General Liability $3,000,000 Aggregate Flyboarding / Electric Hydrofoil Surfboard $2,000,000 General Liability $4,000,000 Aggregate Rental at Park - Mountain Bikes $1,000,000 General Liability $2,000,000 Aggregate Commercial Sales $1,000,000 General Liability $2,000,000 Aggregate Guided Fishing Expeditions $1,000,000 General Liability $2,000,000 Aggregate Guided Hiking or Mountain Biking on designated Trails $1,000,000 General Liability $2,000,000 Aggregate Rafting/Kayaks/Paddleboard - Guided or Delivery to this Agreement will survive the completion of all services of DESIGN PROFESSIONAL under this Agreement or the termination of this Agreement for any reason.Park $1,000,000 General Liability $2,000,000 Aggregate Scuba Instruction/Certification Masters/Instructors with Dive $1,000,000 General Liability $3,000,000 Aggregate