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9. Indemnity. Licensees 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 or
<br /> Licensees' breach or default in the performance of any of its obligations under this Agreement; provided,
<br /> however, that Licensees will not be obligated to indemnify the Covered Parties from any claims arising
<br /> solely from the gross negligence or willful misconduct of a Covered Party. If any action or proceeding is
<br /> brought against any Covered Party by reason of any such claim,Licensees, upon receipt of written notice
<br /> from Covered Party,shall defend the same at Licensees' expense with legal counsel reasonably acceptable
<br /> to Covered Party.Payment shall not be a condition precedent to recovery under any indemnification in this
<br /> Agreement,and a finding of liability or an obligation to indemnify shall not be a condition precedent to the
<br /> duty to defend. The provisions of this Section 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. Licensees 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. Licensees 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.
<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.
<br /> 10.4 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.
<br /> 10.5 Applicable Law. This Agreement shall be construed and enforced in accordance
<br /> with the internal laws of the State of California.
<br /> 10.6 Litigation Expenses. If either party to this Agreement commences an action
<br /> against the other party to this Agreement arising out of or in connection with this Agreement,the prevailing
<br /> party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation,and
<br /> costs of suit from the losing party.
<br /> 10.7 Authority. The persons executing this Agreement on behalf of the parties hereto
<br /> represent and warrant to the other party that they are duly authorized to execute and deliver this Agreement
<br /> on behalf of such party,and by so executing this Agreement,said party is formally bound to the provisions
<br /> of this Agreement.
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