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or improvements specified in this Agreement <br />18. PROHIBITION AGAINST TRANSFER <br />The permission, rights and privileges granted under this Agreement are non-exclusive and non- <br />transferable. Licensee shall not, either voluntarily or by operation of law, assign, transfer, mortgage or <br />encumber this License or any obligation, right, title or interest assumed by Licensee herein, without <br />the prior written consent of the City, which may be withheld at the sole discretion of the City. <br />Licensee shall not sublicense, or permit, or suffer the Property or any part thereof to be used or <br />occupied by others. If Licensee attempts an assignment or transfer of this License or any obligation, <br />right, title or interest herein, City may at its option, immediately terminate the License and shall <br />thereupon be relieved from any and all obligations to Licensee or to its attempted assignee or <br />transferee. <br />19. WAIVERS <br />A waiver by the City of any breach of any tern, covenant or condition contained herein shall not <br />be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or <br />condition contained herein, whether of the same or a different character. <br />20. INDEMNITY AND HOLD HARMLESS <br />Licensee shall indemnify, defend, and hold harmless City, and its respective agents, officers, <br />representatives, employees, subsidiaries and affiliates ("Covered Party) from and against any and all <br />actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries and damages to <br />persons and property, including death, arising out of or related to Licensee's use of the Licensed <br />Premises or Property, the entry by any Licensee Party on any portion of the Licensed Premises or <br />Property or surrounding property or Facilities, or Licensee's breach or default in the performance of <br />any of its obligations under this Agreement. If any action or proceeding is brought against any <br />Covered Party by reason of any such claim, Licensee, upon receipt of written notice from Covered <br />Party, shall defend the same at Licensee's sole expense with legal counsel reasonably acceptable to <br />Covered Party. Payment shall not be a condition precedent to recovery under any indemnification in <br />this Agreement, and a finding of liability or an obligation to indemnify shall not be a condition <br />precedent to the duty to defend. The provisions of this section shall survive the termination or <br />expiration of this Agreement. <br />21. <br />It is understood and agreed that Licensee, in the performance of this License Agreement, will <br />be acting in a wholly independent capacity and not as agents, employees, partners, or joint ventures of <br />the City. This Agreement does not create a tenancy of any nature whatsoever between the City and <br />Licensee. <br />22. TERMINATION <br />City reserves the right to suspend all activities or terminate this Agreement upon Licensee's <br />7of9 <br />25D-11 <br />