|
<br />Licensor from any claims for relocation benefits or assistance upon termination of
<br />any current or future license agreement under federal, state, or local relocation
<br />law.
<br />
<br />16. INDEMNIFICA liON
<br />16.1 Licensee shall protect, defend, indemnify and hold harmless the Licensor, its
<br />respective Council members, officers, employees, volunteers, contractors and
<br />agents from any and all actions, causes of action, claims, losses, expenses
<br />(including reasonable attorney's fees and costs), or liability or claims for
<br />damages on account of damage of property or injury to or death of persons,
<br />including Licensee or Licensee's employees, patrons, agents, customers,
<br />business invitees and/or any other persons, or damage to property of any kind
<br />whatsoever and to whomsoever belonging, including Licensee or Licensee's
<br />employees and patrons, agents, customers, business invitees and/or any other
<br />persons, from any cause resulting from the operations of Licensee, and/or use of
<br />any City area by Licensee or Licensee's employees, patrons, agents, customers,
<br />business invitees and/or any other persons, except where caused by Licensor's
<br />active negligence, sole negligence or willful misconduct.
<br />
<br />17. MISCELLANEOUS
<br />17.1 Expenses of Enforcement. If there are any legal or arbitration proceedings
<br />between Licensor and Licensee to enforce any provision of this Agreement or to
<br />protect or establish any right or remedy of either Licensor or Licensee hereunder,
<br />the unsuccessful party shall pay to the prevailing party all reasonable and
<br />customary costs and expenses, including reasonable attorney's fees (including,
<br />without limitation, the reasonable value of any in-house counsel services)
<br />incurred by such prevailing party in such proceeding and in any appeal in
<br />connection therewith. If such prevailing party recovers a judgment in any such
<br />proceeding or appeal, such costs, expenses, and attorney's fees (including the
<br />reasonable value of in-house counsel services) shall be determined by the court
<br />or arbitration panel handling the proceeding and shall be included in and as part
<br />of such judgment.
<br />
<br />17.2 Misrepresentations. Any statements submitted to Licensor in the Licensee's
<br />Application for Courthouse Square Vendor Space ("Application") and this License
<br />Agreement by Licensee are considered inducements to execute this License.
<br />Misrepresentations by Licensee shall entitle Licensor to terminate this License.
<br />
<br />17.3 Entire AQreement. This Agreement contains all the terms, covenants, conditions
<br />and agreements between Licensor and Licensee relating in any manner to the
<br />license, use and occupancy of the premises. No prior or other agreement or
<br />understanding pertaining to the same shall be valid or of any force and effect;
<br />and the terms, covenants and conditions of this Agreement cannot be altered,
<br />changed, modified or added to, except in writing signed by Licensor and
<br />Licensee.
<br />
<br />17.4 Captions. Definitions and Severability. The captions of the sections and
<br />subsections of this Agreement are for convenience and easy reference only and
<br />shall not be considered or referred to in resolving questions of construction.
<br />Whenever in this Agreement any words of obligation or duty are used, such
<br />words shall have the same force and effect as though made in the form of
<br />
<br />ATTY/AGR/2009.025
<br />061609
<br />
<br />~InitialS
<br />
<br />Page 7
<br />
|