|
Licensee may at any time terminate the license created by this Agreement by prior written notice pursuant
<br /> to Section 2.1 of this Agreement to the City.
<br /> 1.11 Compliance with Laws, Re ug latory Approvals. Licensee shall, at its sole expense, conduct and
<br /> cause to be conducted all activities on the Facilities in compliance with all laws,regulations,codes,ordinances and
<br /> orders of any governmental or other regulatory entity, and whether or not in the contemplation of the parties.
<br /> 1.12 Indemnification. 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 all
<br /> actions, suits, claims, demands,judgments, losses, expenses, or liabilities, injuries and damages to persons and
<br /> property,including death, arising out of or related to Licensee's use of the License Area,the entry by any Licensee
<br /> Party on the License Area or any portion of the Property 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 not be
<br /> obligated to indemnify the Covered Parties from any claims arising solely from the gross negligence or willful
<br /> misconduct of a Covered Party. If any action or proceeding is brought against any Covered Party by reason of any
<br /> such claim, Licensee, upon receipt of written notice from Covered Party, shall defend the same at Licensee's
<br /> expense with legal counsel reasonably acceptable to Covered Party. Payment of any settlement or judgment by
<br /> Covered Parties shall not be a condition precedent to recovery under any indemnification in this Agreement, and a
<br /> finding of liability or an obligation to indemnity shall not be a condition precedent to the duty to defend. The
<br /> provisions of this Section 1.12 shall survive the termination or expiration of this Agreement.
<br /> 1.13 Commercial General Liability Insurance. Licensee shall maintain commercial general liability
<br /> insurance which shall include, but not be limited to, protection against claims arising from bodily and personal
<br /> injury,including death resulting therefrom and damage to property,resulting from any act or occurrence arising out
<br /> of Licensee's use of the license area, including, without limitation, acts involving vehicles. The amounts of
<br /> insurance shall be not less than the following:single limit coverage applying to bodily and personal injury,including
<br /> death resulting therefrom, and property damage, in the total amount of$2,000,000 per occurrence and $5,000,000
<br /> in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and
<br /> representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-
<br /> insurance programs maintained by the City; and(c)contain standard separation of insured's provisions.
<br /> 1.14 Certificates of Insurance,Additional Insured Endorsements. Prior to execution of this Agreement,
<br /> Licensee shall furnish to City certificates of insurance and additional insured status on Licensee's commercial
<br /> general liability insurance policy, evidencing the foregoing insurance coverages as required by this Agreement.
<br /> These certificates shall:
<br /> a. provide the name and policy number of each carrier and policy;
<br /> b. shall state that the policy is currently in force; and
<br /> C. shall promise to provide that such policies will not be canceled, suspended, voided, reduced in
<br /> coverage or in limits, or modified without notice to City as soon as reasonably practicable or in
<br /> accordance with policy provisions,whichever is earlier.
<br /> Licensee shall maintain the foregoing insurance coverages in force throughout the term of this Agreement.
<br /> The requirement for carrying the foregoing insurance coverages shall not derogate or serve to limit from the
<br /> provisions for indemnification of City by Licensee under the Agreement. City or its representatives shall at all
<br /> times have the right to demand the original or a copy of all these policies of insurance,which Licensee shall provide
<br /> within five (5)days of City's request.
<br /> 4
<br /> City Council 12 — 7 1/18/2022
<br />
|