Agmt13 Docktown CB-R, LLC and Salaman Associates, LLC -Landside License Agmt

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� � • '''�'"'` �,�„J surrender the Prerni�es upan such expiratian c�r termination, it shall defend, indemnif� and hold harmless the Owners from any and all liability, loss, damage, cQSt or e�pense (including court costs and reasonable attorn�ys' fees)the 4wners suffer or incur resulting therefrom. 9. The Cit�r sha�l comply with any law, statute, ordinance or other gov+�rnrnental regulations which relates to the use of the Premises by the City and/Qr the Bc�atowners. 10. The City �hatl not rnodify or alter any improvements on the Premises without the Owners'prior v�riCten consent and shall keep the Premises free of liens. 11. The Cit�y shall not assign this Agreement without the Owners' prior writlen consent and sha11 not enter into any Sublicense except as expressly permitted by this Agreerr►ent. 1Z. Subject to the provisions of paragraph 11 above, the terms of this Agreement sha11 inure to the l�enefit of and be binding upon the successors and assigns of the parties hereto. 13_ The City hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises fram any cause arising frorn the use of the P'roperty as provided in Recital E (except to the extent arising from the negligence or willful conduet of the Owners) and agrees that the Owners, their rnanagers, menxbers, agents, servants, employees, a�d independent contractars (collectively, "Owner Parties") sha�l not be liable for, and are hereby released frorn any responsibility for, any damage either ta person ar property or resulting from the Ioss of use thereof, which damage is sustained by the City or by other persons or entities clainiing through the City, including but not l.imited to the Boatowners. The City shall indemnify, defend, protect, and hold harmless the Owner Parties from any and all loss, cost, damage, ex�ense and liability (including court costs, reasonable attorneys' fees incurred in connection with or arising froin any acts or omissions of the City, or any contractars, agents, servants, employees or invitees of the City:(collectively,the "Ci#y Parties"), in, on or about the Premises, except to the extent arising frotn the negligence or willful conduct of the Owners. Tlie pravisions of this paragraph l3 shall survive the expiration or sooner tcrmination of this Agreement with respect to any claims or liability arising in connection with any event occurring prior to such expiration or tEnnination. 14. During the tern� of this Agreement,the City shall maiiitain general liability coverage through a joint powers iilsurance authority which covera�e shall (a)name the Owners as additioual covered parties; and {b)be primary coverage as to all elaims thereunder and provide that any iusurance carried by the Owners is excess and non- contributing with the City's coverage. The City shall deliver to the Owners a certificate evidencing such coverage within a week of the execution of this Agreement. The certificate shall ieflect that the insurance described above is effective as of July 1, 2013, unless the Agreement is later executed in which case the certificate will reflect an effec#ive date as of the exeeution date. ATTY/AGR/2013.OA7/DOCKtOWN LANDSIDE LICENSE REV:06-15-13 VR Page 4 of 7