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beginning shall not waive the Licensee's obligation to
<br />provide them.
<br />8.9 The City reserves the right to require con-iplete, certified
<br />copies of all required insurance policies, including
<br />endorsements required by these specifications, at any
<br />time.
<br />8.10 Special Risks or Circumstances- City reserves the right
<br />to modify these requirements, including limits, based on
<br />the nature of therisk, prior experience, insurer., coverage,
<br />or other special circumstances.
<br />9. Indemnity. Licensee shall indemnify, defend, and hold harmless City, and its
<br />respective agents, representatives, employees, subsidiaries and affiliates ("Covered Parties")
<br />from and against any and all actions, suits, claims, demands, judgments, losses, expenses, or
<br />liabilities, injuries and damages to persons and property, including death, arising out of or related
<br />to Licensee's use of the License Area, the entry by any Licensee Party on the. License Area or
<br />surrounding property, or Licensee's breach or default in the performance of any of its obligations
<br />under this Agreement; provided, however, that Licensee will not be obligated to indemnify the
<br />Covered Parties from any claims arising solely from the gross negligence or willful misconduct of
<br />a Covered Party. If any action or proceeding is brought against any Covered Party by reason of
<br />any such. claim, Licensee; upoti receipt of written notice from Covered Party, shall defend the same
<br />at Licensee's expense with legal counsel. reasonably acceptable to Covered Party. Payment shall
<br />not be a condition precedent to recovery under any indemnification in this Agreement, and a
<br />fading of liability or an obligation to, indemnify shall not be: a condition precedent to the duty to
<br />defend. The provisions of this Section 10 shall survive the termination or expiration of this
<br />Agreement.
<br />10, Miscellaneous,
<br />10.1 Entire. Agreement, Waiver and Amendments. This Agreement incorporates
<br />all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all
<br />negotiations and previous agreements between the parties with respect to the subject matter of this
<br />Agreement. All waivers of the provisions of this Agreement must be in writing and signed by the
<br />appropriate authorities of the party to be charged. Any amendment or modification to this
<br />Agreement must be in writing and executed by the appropriate authorities of the City and Licensee.
<br />10.2 Severability. If any term, provision, covenant, or condition of this
<br />Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
<br />retraining provisions of the Agreement shall continue in full force and effect, unless and to the
<br />extent 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 ptior written consent of City, which
<br />consent may be withheld in City's sole and absolute discretion.
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