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Subcontractors
<br />Licensee shall require and verify that all subcontractors maintain insurance meeting all the requirements
<br />stated herein, and Licensee shall ensure that City is an additional insured on insurance required from
<br />subcontractors.
<br />Special or Low Risk Activities
<br />City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior
<br />experience, insurer, coverage, or other special circumstances. The City reserves the right to modify or waive
<br />insurance requirements for certain low risk recreational activities.
<br />9. 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 />10. Miscellaneous.
<br />10.1 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 />10.2 Liens. Licensee shall not permit any mechanics, materialman's or other liens of
<br />any kind or nature ("Liens") to be filed or enforced against the License Areas in connection with this
<br />Agreement. Licensee shall indemnify, defend and hold harmless City, its officers, employees and agents,
<br />free from all liability for any and all liens, claims and demands, together with costs of defense and
<br />reasonable attorneys' fees, arising from any Liens. City reserves the right, at its sole cost and expense, at
<br />any time and from time to time, to post and maintain on the License Areas or any portion thereof, notices
<br />of non -responsibility or any other notice as may be desirable to protect City against liability. In addition
<br />to, and not as a limitation of City's other rights and remedies under this Agreement, should Licensee fail,
<br />within ten (10) days of written request from City, either to discharge any Lien or to bond for any Lien, or
<br />to defend, indemnify, and hold harmless City from and against any loss, damage, injury, liability or claim
<br />arising out of a Lien, then City, at its option, may elect to pay such Lien, or settle or discharge such Lien
<br />and any action or judgement related thereto and all costs, expenses and attorneys' fees incurred in doing so
<br />shall be paid to City, as applicable, by Licensee upon written demand.
<br />10.3 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.
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