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paid for, the City shall have the right, at the City's election, to terminate this Agreement without penalty or
<br />further notice to Licensee.
<br />9. Indemnity. Licensee shall indemnify, defend, and hold harmless City, and its respective
<br />agents, representatives, employees, subsidiaries and affiliates ("Covered Parties") from and against any and
<br />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 any portion of the surrounding property, or Licensee's
<br />breach or default in the performance of any of its obligations under this Agreement; provided, however,
<br />that Licensee will not be obligated to indemnify the Covered Parties from any claims arising solely from
<br />the gross negligence or willful misconduct of a Covered Party. If any action or proceeding is brought
<br />against any Covered Party by reason of any such claim, Licensee, upon receipt of written notice from
<br />Covered Party, shall defend the same at Licensee's expense with legal counsel reasonably acceptable to
<br />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 9 shall survive the termination or expiration of this
<br />Agreement.
<br />10. Miscellaneous.
<br />10.1 Entire Aereement, 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 Assumment. 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 />10.4 Conflict of Interest Clause. Licensee covenants that it presently has no interests
<br />and shall not have interests, direct or indirect, which would conflict in any manner with performance of
<br />services specified under this Agreement.
<br />10.5 Force Majeure. In the event that the Facilities are rendered unavailable due to
<br />destruction, partial or total, acts of nature, work stoppages or other labor disturbances, civil commotion,
<br />war, or any other action by governmental agencies, or for any reason beyond the control of City, City shall
<br />have the right to terminate this Agreement without penalty.
<br />10.6 Nondiscrimination. Licensee shall not discriminate in the course of its activities
<br />in or about the Facilities on the basis of race, color, disability, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, disability, or any other basis prohibited by law. Licensee affirms
<br />that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws
<br />and regulations.
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