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involving vehicles. The amounts of insurance shall be not less than the tollowiug: single limit coverage
<br />applying to bodily and personal injuly. includiny death resulting therefrom, and property damage, in the
<br />total xlruuant nl'`(;1,000,000 per occirn-enec and S2,000,000 ill the xga;regate. Such in.vin-auce shall (a) narnc
<br />the City, its officers, employees, agents, volunteers and represemativcs as additional insured(s); (b) be
<br />primary and not contributory with respect to insurance or sell -insurance plagrams maintained by the City;
<br />and le) contain standard separation of insureds provisions.
<br />b. Wurkcr s Compensation Tngulalrep as required by California law.
<br />c. Comprehensive Automobile Liability Coverage, including as applicable owned, non -
<br />owned, and hired autos, ill en amount of npt less than S 1,000,000 per ocau-rence, combined single
<br />limit, written in all occurrence form.
<br />10. lndennuty. Licensee shall indemnify, dcfcnd, and hold hanntcss City, and its respeetivc
<br />agent, representative;, employees, subsidiaries and affiliates (`Covered Parties") trum and against any
<br />and all actions, suits, claims, dernands, judgments, losses, expenses, or liahilities, injuries and damages to
<br />person., and properly, including death, arising out of or rclalcrd to LlccnsCC's use of the Liccnse Arca, the
<br />entry by any Licensee Party on the License Area or surrounding property, or Licensee's breach or default
<br />in the performance of any of its obligations under this Agreement-, provided, however, that Licensee will
<br />nor be obligated to Indemnify the hovered PBrrlcs fl'otnl any elaltnls at'Ising solely from the groSS ncgl IgencC
<br />ur willful rniscunduct. ul'a C'bvCl-Cd Parly. Tf any actiun urproccctling is brought. again. L[ any Cuvcrcd. Party
<br />by rcasun of any such claim, Liccnscc, upon receipt of wiiunn notice from Covered Party, shall defend the
<br />same at Licensee's expense with legal counsel reasonably acceptable to Covered Party. Payment shall not
<br />be a condition precedent to recovery tutder any indemnification in this Agreement, and a finding of liability
<br />Of -.)It nhligalion to indcnulify shall notbe a condition prcccdcnlto the duty to defend. The provisions of
<br />this Scctiun 10 shall survive the lemrinaliun or expiration of lhis Agreeniclv..
<br />IL Miscellaneous -
<br />I I I F.nrirc Anleernent Wniva-and Arncndmcnl_s. Thi Agrccmcnl incorporate: 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 ofthis Agreement must he in writing and signedby the appropriate authorities of the party
<br />to hC chargCd. Any alnicn(bnent of Inodlflcation to this AgicelnCnt must bC In wrltiM,1 alid CYCLLnCd by the
<br />appropnalc suthonticx oflhe City and T iccnscc
<br />I 17 Sevembility. If any term, provision, covenant, or condition of this Agreement is
<br />held by a court of competent jurisdiction to be invalid, void, or unenfiorceablo, the remaining provisions of
<br />he Agi "im:nr ,hall continue in full force and effect, unlesti and to the exrenr ncv rights and ubligatiun5 of
<br />one or boili parlics has bccn malcnally altered or ablidgcd by such holding.
<br />113 No Assignment. Licensee shall not assign or transfer or otherwise convey any
<br />interest in this Agroomcnt to any party "1111rlut the express prior wl-iucn eonscm of City, which consent
<br />tnay be withheld in Ciiy's sole and absohnc discrclion.
<br />11.4 Applicable Law. This Agreement shall be consnucd and enforced in accordance
<br />with the internal law. of the Stnre of California.
<br />11.5 Liligation Expenses. If cilhcr party to this Agrccmctut commences an aclion
<br />against the other party to this Agreement arising Out of or in connection with this Agreement, the prevailing
<br />City Council I "t'" vif7 — 5 5/18/2021
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