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shall vacate and cease using the License Area within thirty (30) days of receipt thereof; provided
<br />however, in the case of a health and safety threat, revocation shall be effective immediately.
<br />8. Default and Remedies. An event of default ("Event of Default") shall arise
<br />hereunder if Licensee violates any term, provision, covenant or agreement set forth in this
<br />Agreement, and (unless such provision specifies a shorter cure period for such default) the
<br />default continues for thirty (30) days after the date upon which City shall have given written
<br />notice of the default to Licensee. If Licensee fails to cure the default within the foregoing time
<br />period, or if a cure is not possible, City may proceed with any of the following remedies:
<br />(a) Terminate this Agreement and revoke the License;
<br />(b) Bring an action for equitable relief seeking the specific performance of the terms
<br />and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such
<br />terms and conditions, and/or seeking declaratory relief; or
<br />(c) Pursue any other remedy allowed at law or in equity.
<br />Each of the remedies provided herein is cumulative and not exclusive of, and shall not
<br />prejudice, any other remedy provided herein or under applicable law. No member, official,
<br />employee or agent of the City shall be personally liable to Licensee, or any successor in interest,
<br />in the event of any default or breach by the City, or for any amount of money which may become
<br />due to Licensee or its successor or for any obligation of City under this Agreement.
<br />9. Indemnification. Licensee shall indemnify, defend (with counsel approved by
<br />City) and hold harmless City and its elected and appointed councils, boards, commissions,
<br />officials, officers, agents, employees, and representatives (collectively, "Indemnitees") from any
<br />and all claims, actions, proceedings, demands, damages, fines, orders, judgments, losses,
<br />expenses (including reasonable attorneys' fees and costs), liability and costs (collectively
<br />"Claims") resulting, arising, or based directly or indirectly in whole or in part, upon the use or
<br />maintenance of the License Area by Licensee or Licensee's guests, invitees, contractors, agents,
<br />or employees; provided however, Licensee shall have no indemnification obligation with respect
<br />to the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 9
<br />shall survive the expiration or earlier termination of this Agreement.
<br />10. Insurance Coverage• Certificates of Insurance. Prior to the Effective Date,
<br />Licensee shall obtain insurance coverage in the form and amount specified in Exhibit B attached
<br />hereto, and shall file with the City certificates evidencing such coverage.
<br />• 11. Exhibits. Exhibits A and B, attached hereto are incorporated herein by this
<br />reference and made a part of this Agreement.
<br />12. Entire Agreement. This Agreement, together with Exhibits A and B, constitutes
<br />the entire agreement of the Parties with respect to the subject matter hereof and supersedes all
<br />prior negotiations and agreements with respect thereto.
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