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the Management Term hereunder there is any condition on, above, beneath or arising from the premises occupied by the Facility which might, under any Law, give rise to liability or which would or may require any "response," "removal" or "remedial action" (as such terms are defined under CERCLA), (iv) any structural defect with respect to the Facility or the premises occupied by the Facility prior to, as of or after the commencement of the Management Term hereunder, or (v) any obligation or liability under or in respect of any contract, agreement or other instrument executed by SMG in conformity with the provisions of this Agreement and where SMG has not breached the terms thereof (vi) any non - compliance with any Pre - Existing Agreement on or prior to the commencement of the Management Term, or (vi) any act or omission carried out by SMG at the specific written direction or written instruction of the County and where SMG follows such written direction, its agents or employees; provided, however, that the foregoing indemnifi- cation under clauses (i) and (ii) above shall not extend to Losses to the extent such Losses arise from any default or breach by SMG of its obligations specified herein. (c) The provisions set forth in subparagraphs (a) and (b) above shall survive termination of this Agreement; provided, however, that a claim for indemnification pursuant to Section 8.1 shall be valid only if the party entitled to such indemnification provides written no- tice thereof to the other party prior to three (3) years following the date of termination or expira- tion of this Agreement. The terms of all insurance policies referred to in Section 8, including without limitation (i) the property insurance policies of the County, and (ii) the policies of any independent contractors retained by the County or hired by SMG (such as, the food and beverage concessionaire retained by the County and emergency medical technicians who are not employed by SMG), shall prec- lude subrogation claims against SMG, its partners, the County and their respective officers, di- rectors, employees and agents. SMG and the County hereby release each other from and against any and all loss of or damage to property arising out of or incident to any peril required to be in- sured against herein. The effect of such release is not limited to the amount of insurance actually carried or required to be carried, to the actual proceeds received after a loss or to any deductibles applicable thereto. Each party shall have the insurance company that issues its property coverage waive any rights of subrogation and shall have the insurance company include an endorsement acknowledging this waiver, if necessary. Either party's failure to carry the required insurance shall not invalidate this waiver. 8.2 Liability Insurance (a) SMG shall secure and deliver to the Contract Administrator prior to the commencement of the Management Term hereunder and shall keep in force at all times during any period in which SMG has operations at the Facility, a commercial liability occurrence insur- ance policy, including public liability and property damage, covering the premises and the opera- tions hereunder, in the amount of One Million Dollars ($1,000,000.00) for bodily injury and One Million Dollars ($1,000,000.00) for property damage, including products and completed opera- tions and independent contractors. pdfconvert. 9450.1. cabarms_agreement_2015. doc 22 F -1 Attachment number 1 Page 102