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property, resulting from any act or occurrence arising out of Licensee Parties use of the license
<br />area, including, without limitation, acts involving vehicles. The amounts of insurance shall be
<br />not less than the following: single limit coverage applying to bodily and personal injury,
<br />including death resulting therefrom, and property damage, in the total amount of $1,000,000 per
<br />occurrence and in the aggregate. Such insurance shall (a) name the City, its officers, employees,
<br />agents, volunteers and representatives as additional insured(s); (b) be primary and not
<br />contributory with respect to insurance or self - insurance programs maintained by the City; and (c)
<br />contain standard separation of insureds provisions.
<br />9. Indemnity. Licensee shall indemnify, defend, and hold harmless City, and its
<br />respective agents, representatives, employees, subsidiaries and affiliates ( "Covered Parties ")
<br />from and against any and all actions, suits, claims, demands, judgments, losses, expenses, or
<br />liabilities, injuries and damages to persons and property, including death, arising out of or related
<br />to Licensee's use of the License Area, the entry by any Licensee Party on the License Area or
<br />any portion of the Property or surrounding property, or Licensee's breach or default in the
<br />performance of any of its obligations under this Agreement; provided, however, that Licensee
<br />will not be obligated to indemnify the Covered Parties from any claims arising solely from the
<br />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, Licensee, upon receipt of
<br />written notice from Covered, shall defend the same at Licensee's expense with legal counsel
<br />reasonably acceptable to Covered. Payment shall not be a condition precedent to recovery under
<br />any indemnification in this Agreement, and afinding of liability or an obligation to indemnity
<br />shall not be a condition precedent to the duty to defend. The provisions of this Section 9 shall
<br />survive the termination or expiration of this Agreement.
<br />10. Miscellaneous.
<br />10.1 Entire Agreement, Waiver and Amendments. This Agreement
<br />incorporates all of the terms and conditions mentioned herein, or incidental hereto, and
<br />supersedes all negotiations and previous agreements between the parties with respect to the
<br />subject matter of this Agreement. All waivers of the provisions of this Agreement must be in
<br />writing and signed by the appropriate authorities of the party to be charged. Any amendment or
<br />modification to this Agreement must be in writing and executed by the appropriate authorities of
<br />the City and Licensee.
<br />102 Severabilitv. If any tern, provision, covenant, or condition of this
<br />Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
<br />remaining provisions of the Agreement shall continue in full force and effect, unless and to the
<br />extent the rights and obligations of one or both parties has been materially altered or abridged by
<br />such holding.
<br />10.3 No Assignment. Licensee shall not assign or transfer or otherwise convey
<br />any interest in this Agreement to any party without the express prior written consent of City,
<br />which consent may be withheld in City's sole and absolute discretion.
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