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completed to the satisfaction of City. Should Licensee fail or refuse to correct such default
<br />within ten (10) days of receipt of such written notice from City, City may, but shall not be
<br />required to, itself or by contact, undertake the necessary maintenance, repair or replacements;
<br />and the cost thereof; including but not limited to the cost of labor, materials and equipment
<br />and procurement of insurance, plus an administrative fee in the amount of fifteen percent
<br />(15%) of the sum of such costa, shall be paid by Licensee to City within. ten (10) days of
<br />Licensee's receipt of a statement of such costs fire m City. Any such maintenance, repair or
<br />replacement by or on behalf of City shall not be doomed to be a waiver of Licensee's default
<br />under this Agneemout, and shall not in any way impair, prevent or restrict Qtyfrom exercising
<br />any of its rights or remedies set forth in ibis Agreement or otherwise provided at law.
<br />9. Indemnification, Defense, Hold Harmless.
<br />9.1. Public Venue. At any time the Property is open for use by the general
<br />public, each Party shall have no obligation to indemnify the other for claims, actions,
<br />demands, suits, losses, liabilities, judgments, expenses or costs (including attorneys fees)
<br />made by third parties arising out of or related to the operation of the Property or related
<br />services for this Agreement. Each Party hereby expressly disclaims any such
<br />indemnification obligation.
<br />9.2. Private Events. At any time the Property is being used for Licensee's
<br />private evcnt, Licensee agrees to defend, and shall indemnify and hold harmless the City,
<br />its officers, agents, employees, contractors, special counsel, and representatives from
<br />liability: (1) for personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief arising out of claims for personal injury, including death, and claims for
<br />property damage, which may arise from the negligent operations of the Licensee, its
<br />subcontractors, agents, employees, or other persons acting on its behalf which relates to
<br />the use of the Property described in this Agreement; and (2) from any claim that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief is due by reason
<br />of the terms of or off" arising from this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered, or alleged to have been suffered, by reason of the events referred
<br />to in this Section or by reason of the terms ot, or effects, arising from this Agreement.
<br />9.3 Validity of Agreement. Licensee firther agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including fees and costs for special
<br />counsel to be selected by the City, regarding any action by a third party challenging the
<br />validity of this Agrcement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason of
<br />the terns of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding.
<br />10. Miscellaneous.
<br />10.1. Entire Agreement, Walver and Amendments. This Agreement
<br />incorporates all of the terms and conditions mentioned herein, or incidental hereto, and
<br />supersedes all negotiations and previous agreements between the parties with respect to the
<br />20C-10
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