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<br />the event that City and/or Licensee exercises its right to suspend, revoke or terminate this
<br />Agreement.
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<br />16. INDEMNITY. Licensee shall indemnify, defend, reimburse and hold harmless
<br />the City and the District, their officers, agents, employees and contractors from and against
<br />any and all claims, legal or administrative proceedings, losses, damages, liabilities or
<br />expenses, costs, penalties, fines, liens, or judgments, including reasonable attorney fees
<br />incurred in the defense thereof, for the death of or injury to any person or damage to or
<br />destruction of any property occurring in, on or about the property, or any part thereof, whether
<br />the person or property of Licensee, its officers, agents, or employees (collectively, "Agents"),
<br />its invitees, students, guests or business visitors (collectively, "Invitees"), or third persons
<br />(collectively referred to as "Losses") relating in any manner to: (a) any failure by Licensee to
<br />faithfully observe or perform any of the terms, covenants or conditions of this Agreement; (b)
<br />the use of the property or any activities conducted thereon by Licensee, its Agents or Invitees;
<br />or (c) any release or discharge, or threatened release or discharge, of any Hazardous Material
<br />caused or allowed by Licensee, its Agents or Invitees, on, in, under or about the property, any
<br />improvements permitted thereon, or into the environment.
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<br />The above provision extends to all Losses except for those Losses caused solely by the
<br />negligence or willful misconduct of City or District or City or District's authorized
<br />representatives. The foregoing indemnity shall include, without limitation, reasonable
<br />attorneys' and consultants' fees, investigation and remediation costs and all other reasonable
<br />costs and expenses incurred by the indemnified parties, including, without limitation, damages
<br />for decrease in the value of the property and claims for damages or decreases in the value of
<br />adjoining property. Licensee shall have an immediate and independent obligation to defend
<br />the City and District from any claim which actually or potentially falls within this indemnity
<br />provision even if such allegation is or may be groundless, fraudulent or false, which obligation
<br />arises at the time such claim is tendered to Licensee by City and District and continues at all
<br />times thereafter. Licensee's obligations under this Section shall survive the expiration or
<br />termination of this Agreement.
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<br />17. NO ASSIGNMENT. This Agreement shall not be assigned, conveyed or
<br />otherwise transferred by Licensee under any circumstances. Any attempt to assign, conveyor
<br />otherwise transfer this Agreement shall be null and void.
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<br />18. NO JOINT VENTURES OR PARTNERSHIPS, INDEPENDENT LICENSEE.
<br />This Agreement does not create a partnership or joint venture between the City, the District
<br />and Licensee. Licensee is, at all times during the term of this Agreement, an independent
<br />Licensee. Licensee shall be solely responsible for all matters relating to payment of its
<br />employees, including, without limitation, compliance with any and all Federal, State or Local
<br />law and all other regulations governing such matters.
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<br />19. IMPOSSIBILITY OF PERFORMANCE. If, for any reason, an unforeseen
<br />event occurs which is beyond the control of the City or District, including, but not limited to,
<br />fire, casualty, or labor strike, which event renders impossible the fulfillment by the City or the
<br />District of any of its obligations under this Agreement, this License shall terminate and
<br />Licensee shall have no right to nor claim for damages against the City or the District.
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