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8.4 Pursuant to state law, Licensee is required to be insured against liability for
<br />worker's compensation or to undertake self-insurance. Prior to commencing the performance of services
<br />under this Agreement, Licensee agrees to obtain and maintain any employer's liability insurance with limits
<br />not less than $1,000,000 per accident.
<br />8.5 Certificates of Insurance: Additional Insured Endorsements. Prior to execution of
<br />this Agreement, Licensee shall furnish to City certificates of insurance and, if applicable, additional insured
<br />endorsements to each of Licensee's insurance policies, evidencing the foregoing insurance coverages as
<br />required by this Agreement. These certificates shall:
<br />a. provide the name and policy number of each carrier and policy;
<br />b. shall state that the policy is currently in force; and
<br />c. shall promise to provide that such policies will not be canceled, suspended, voided, reduced in
<br />coverage or in limits, or modified without thirty (30) days prior written notice of City.
<br />Licensee shall maintain the foregoing insurance coverages in force throughout the term of this
<br />Agreement. City or its representatives shall at all times have the right to demand the original or a copy of
<br />all these policies of insurance, which Licensee shall provide within five (5) days of City's request.
<br />9. Indemni1y. 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 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 />10.3 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.
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