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a. Commercial General Liability Insurance. Licensee shall maintain commercial general
<br />liability insurance which shall include, but not be limited to, protection against claims arising from bodily
<br />and personal injury, including death resulting therefrom and damage to property, resulting from any act or
<br />occurrence arising out of Licensee Parties use of the License Area, including, without limitation, acts
<br />involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage
<br />applying to bodily and personal irjury, including death resulting therefrom, and property damage, in the
<br />total amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall (a) name
<br />the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be
<br />primary and not contributory with respect to insurance or self-insurance programs maintained by the City;
<br />and (c) contain standard separation of insureds provisions.
<br />b. Worker's Compensation Insurance as required by California law.
<br />c. Comprehensive Automobile Liability Coverage, including as applicable owned, non -
<br />owned, and hired autos, in an amount of not less than $1,000,000 per occurrence, combined single
<br />limit, written in an occurrence form.
<br />10. Indemnity, Licensee shall indemnify, defend, and hold harmless City, and its respective
<br />agents, representatives, employees, subsidiaries and affiliates ("Covered Parties") from and against any
<br />and all 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 License Area, the
<br />entry by any Licensee Party on the License Area or surrounding property, or Licensee's breach or default
<br />in the performance of any of its obligations under this Agreement; provided, however, that Licensee will
<br />not be obligated to indemnify the Covered Parties from any claims arising solely from the gross negligence
<br />or willful misconduct of a Covered Party. If any action or proceeding is brought against any Covered Party
<br />by reason of any such claim, Licensee, upon receipt of written notice from Covered Party, shall defend the
<br />same at Licensee's expense with legal counsel reasonably acceptable to Covered Party, Payment shall not
<br />be a condition precedent to recovery under any indemnification in this Agreement, and a finding of liability
<br />or an obligation to indemnify shall not be a condition precedent to the duty to defend. The provisions of
<br />this Section 10 shall survive the termination or expiration of this Agreement.
<br />11. Miscpllaneous.
<br />11.1 Entire Agreement Waiver and Amendments. This Agreement incorporates all of
<br />the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and
<br />previous agreements between the parties with respect to the subject matter of this Agreement. All waivers
<br />of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the party
<br />to be charged. Any amendment or modification to this Agreement must be in writing and executed by the
<br />appropriate authorities of the City and Licensee.
<br />11.2 Severability. If any term, provision, covenant, or condition of this Agreement is
<br />held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of
<br />the Agreement shall continue in full force and effect, unless and to the extent the rights and obligations of
<br />one or both parties has been materially altered or abridged by such holding.
<br />11.3 No Assignment. Licensee shall not assign or transfer or otherwise convey any
<br />interest in this Agreement to any party without the express prior written consent of City, which consent
<br />may be withheld in City's sole and absolute discretion.
<br />11.4 Applicable Law. This Agreement shall be construed and enforced in accordance
<br />with the internal laws of the State of California.
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