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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
<br />and 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 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 />not be obligated to indemnify the Covered Parties from any claims arising solely from the gross negligence
<br />or willful misconduct of a Covered Party. If any action or proceeding is brought against any Covered Party
<br />by reason of any such claim, Licensee, upon receipt of written 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 under any indemnification in this Agreement, and a finding of liability
<br />or an obligation to indemnify shall not be a condition precedent to the duty to defend. The provisions of
<br />this Section 10 shall survive the termination or expiration of this Agreement.
<br />10. Miscellaneous.
<br />10.1 Entire Agreement, 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 Severabilitv. 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 Assignment. 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 Applicable Law. This Agreement shall be construed and enforced in accordance
<br />with the internal laws of the State of California.
<br />10.5 Litigation Expenses. If either party to this Agreement commences an action
<br />against the other party to this Agreement arising out of or in connection with this Agreement, the prevailing
<br />party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and
<br />costs of suit from the losing party.
<br />10.6 Authority. The persons executing this Agreement on behalf of the parties hereto
<br />represent and warrant to the other party that they are duly authorized to execute and deliver this Agreement
<br />on behalf of such party, and by so executing this Agreement, said party is formally bound to the provisions
<br />of this Agreement.
<br />10.7 Notices. Any notices, requests, or approvals given under this Agreement from one
<br />party to another shall be in writing and shall be personally delivered or deposited with the United States
<br />Postal Service for mailing, postage prepaid, by certified mail, return receipt requested, to the addresses of
<br />the other party as stated in this section, and shall be deemed to have been received at the time of personal
<br />delivery or three (3) days after the deposit for mailing. Notices shall be sent to:
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