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<br /> 9. INDEMNITY
<br /> Licensee and Operator shall indemnify, defend and hold harmless Licensor, its
<br /> officers, agents, employees and volunteers from and against any and all loss or damage,
<br /> expenses, injuries, death to any person or damage to property, including property and
<br /> employees, volunteers, officers or agents of Licensor, and shall indemnify, defend and hold
<br /> harmless Licensor, its officers, agents, employees and volunteers from all claims, demands,
<br /> suits, actions or proceedings of any kind, and all costs and expenses, including but not
<br /> limited to reasonable attorneys' fees, settlements or judgment, arising out of Licensee's
<br /> presence, operation, use, removal or state of repair, of the License Area.
<br /> 10. GOVERNING LAW
<br /> This License shall be governed by and construed in accordance with the laws of the
<br /> State of California.
<br /> 11. ENTIRE AGREEMENT
<br /> This License, together with all attachments hereto, constitutes the entire
<br /> understanding and agreement of the parties. It supersedes any and all other agreements
<br /> either oral or in writing between the parties hereto with respect to the terms set forth in this
<br /> License and contains all the covenants and agreements between the parties with respect
<br /> thereto. Each party to this License acknowledges that no representation, inducements,
<br /> promises or agreements, orally or otherwise, have been made by any party, or anyone
<br /> acting on behalf of any party, with respect to such services, which are not embodied herein,
<br /> and that no amendment hereto shall be effective unless set forth in writing, approved by the
<br /> Licensor and Licensee.
<br /> 12. INDEPENDENT CONTRACTOR
<br /> It is understood and agreed that Licensee, in the performance of this License, will be
<br /> acting in a wholly independent capacity and not as agent, employee, partner, or joint venture
<br /> of the Licensor. This License does not create a tenancy of any nature whatsoever between
<br /> the Licensor and Licensee.
<br /> 13. ASSIGNMENT BY LICENSEE PROHIBITED
<br /> In no event shall Licensee assign or transfer any of the rights conferred herein
<br /> without the prior express written consent of the Licensor.
<br /> 14. ATTORNEY FEES AND COSTS
<br /> In the event that any action is instituted to enforce payment or performance under
<br /> this Agreement, or otherwise in connection with this Agreement, the parties agree that the
<br /> prevailing party shall be reimbursed by the other party for all costs and attorneys' fees
<br /> incurred by the prevailing party in such action.
<br /> 1s. CONFLICT OF INTEREST
<br /> No member, official or employee of the City shall have any personal interest, direct or
<br /> indirect, in this Agreement, nor shall any member, official or employee participate in any
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