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arising from bodily and personal injury, including death resulting therefrom and damage to
<br />property, resulting from any act or occurrence arising out of Licensee Parties use of the License
<br />Area, including, without limitation, acts involving vehicles. The amounts of insurance shall be not
<br />less than the following: single Iimit coverage applying to bodily and personal injury, including
<br />death resulting therefrom, and property damage, in the total amount of$I,000,000 peroccurrence
<br />and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees,
<br />agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory
<br />with respect to insurance or self-insurance programs maintained by the City; and (c) contain
<br />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,
<br />non -owned, and hired autos, in an amount of not less than $1,000,000 per occurrence,
<br />combined single limit, written in an occurrence form.
<br />10. Indemnity. Licensee shaII 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, upon 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 />finding of liability or an obligation to indemnify shall not be a condition precedent to the duty to
<br />defend. The provisions of this Section I0 shall survive the termination or expiration of this
<br />Agreement.
<br />11. MisceIlaneous.
<br />11.1 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 />11.2 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 />remaining provisions of the Agreement shaII 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 />113 No Assignment. Licensee shall not assign or transfer or otherwise convey
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