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Subcontractors
<br /> Licensee shall require and verify that all subcontractors maintain insurance meeting all the requirements
<br /> stated herein, and Licensee shall ensure that City is an additional insured on insurance required from
<br /> subcontractors.
<br /> Special or Low Risk Activities
<br /> City reserves the right to modify these requirements,including limits,based on the nature of the risk,prior
<br /> experience,insurer,coverage,or other special circumstances.The City reserves the right to modify or waive
<br /> insurance requirements for certain low risk recreational activities.
<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
<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 Liens. Licensee shall not permit any mechanics,materialman's or other liens of
<br /> any kind or nature ("Liens") to be filed or enforced against the License Areas in connection with this
<br /> Agreement. Licensee shall indemnify,defend and hold harmless City, its officers,employees and agents,
<br /> free from all liability for any and all liens, claims and demands, together with costs of defense and
<br /> reasonable attorneys'fees,arising from any Liens. City reserves the right, at its sole cost and expense,at
<br /> any time and from time to time,to post and maintain on the License Areas or any portion thereof;notices
<br /> of non-responsibility or any other notice as may be desirable to protect City against liability. In addition
<br /> to,and not as a limitation of City's other rights and remedies under this Agreement, should Licensee fail,
<br /> within ten(10)days of written request from City,either to discharge any Lien or to bond for any Lien, or
<br /> to defend,indemnify,and hold harmless City from and against any loss,damage, injury, liability or claim
<br /> arising out of a Lien,then City, at its option,may elect to pay such Lien,or settle or discharge such Lien
<br /> and any action or judgement related thereto and all costs,expenses and attorneys'fees incurred in doing so
<br /> shall be paid to City,as applicable,by Licensee upon written demand.
<br /> 10.3 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.
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