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9. Indemnification, Defense, Hold Harmless.
<br />9.1. Completion of Project. Licensee agrees to defend, and shall indemnify
<br />and hold harmless the City, its officers, agents, employees, contractors, special counsel,
<br />and representatives from liability: (1) for personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief arising out of claims for personal injury, including
<br />death, and claims for property damage, which may arise from the negligent operations of
<br />the Licensee, its subcontractors, agents, employees, or other persons acting on its behalf
<br />which relates to the use of the Property described in this Agreement; and (2) from any
<br />claim that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief is due by reason of the terms of or effects arising from this Agreement. This
<br />indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by reason of the events referred to in this Section or by reason of the terms of, or
<br />effects, arising from this Agreement.
<br />9.2. Validity of Agreement. Licensee further 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 Agreement, 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 terms 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, Waiver 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 />subject matter of this Agreement. All waivers of the provisions of this Agreement must be in
<br />writing and signed by the appropriate authorities of the party to be charged. Any amendment
<br />or modification to this Agreement must be in writing and executed by the appropriate
<br />authorities of the City and Licensee.
<br />10.2. Severability. If any term, provision, covenant, or condition of this Agreement
<br />is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining
<br />provisions of the Agreement shall continue in full force and effect, unless and to the extent
<br />the rights and obligations of one or both parties has been materially altered or abridged by
<br />such holding.
<br />10.3. No Assignment. Licensee shall not assign or transfer or otherwise convey
<br />any interest in this Agreement to any party without the express prior written consent of City,
<br />which consent may be withheld in City's sole and absolute discretion.
<br />10.4. Choice of Law. This Agreement is to be governed by, and construed in
<br />accordance with, the laws of the State of California. Venue shall be in the County of Orange.
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