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been procured and is in force and paid for, the City shall have the right, at the City's
<br />election, to forthwith terminate this Agreement. Such termination shall not affect
<br />Licensee's right to be paid for its time and materials expended prior to notification of
<br />termination. Licensee waives the right to receive compensation and agrees to indemnify
<br />the City for any work performed prior to approval of insurance by the City.
<br />9. INDEMNITY
<br />Licensee shall indemnify, defend and hold harmless Licensor, its officers, agents,
<br />employees and volunteers from and against any and all loss or damage, expenses,
<br />injuries, death to any person or damage to property, including property and employees,
<br />volunteers, officers or agents of Licensor or Licensee, and shall indemnify, defend and
<br />hold harmless Licensor, its officers, agents, employees and volunteers from all claims,
<br />demands, suits, actions or proceedings of any kind, and all costs and expenses, including
<br />but not limited to reasonable attorneys' fees, settlements or judgment, arising out of the
<br />construction, reconstruction, maintenance, presence, operation, use, removal or state of
<br />repair, of the License Area.
<br />10. GOVERNING LAW
<br />This License shall be governed by and construed in accordance with the laws of
<br />the State of California, with venue in Orange County.
<br />11. ENTIRE AGREEMENT
<br />This License, together with all attachments hereto, constitutes the entire understanding
<br />and agreement of the parties. It supersedes any and all other agreements either oral or in
<br />writing between the parties hereto with respect to the terms set forth in this License and
<br />contains all the covenants and agreements between the parties with respect thereto. Each
<br />party to this License acknowledges that no representation, inducements, promises or
<br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf
<br />of any party, with respect to such services, which are not embodied herein, and that no
<br />amendment hereto shall be effective unless set forth in writing, approved by the Licensor
<br />and Licensee.
<br />12. INDEPENDENT CONTRACTOR
<br />It is understood and agreed that Licensee, in the performance of this License, will
<br />be acting in a wholly independent capacity and not as agents, employees, partners, or
<br />joint venturers of the Licensor. This License does not create a tenancy of any nature
<br />whatsoever between 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 without the
<br />prior express written consent of the Licensor.
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