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<br />dependents, and personal representatives, or other third parties), directly or indirectly
<br />arising out of, caused by, in connection with, or resulting from (in whole or in part), (a)
<br />the presence or activity of Concessionaire, its employees, agents, and representatives,
<br />(including subcontractors on Indemnitee's premises, (b) the condition of the Indemnitee's
<br />premises, the adjoining land, or any of the driveways, streets, or alleys used in connection
<br />with the services of the Concessionaire, (c) the use of any equipment by Concessionaire
<br />on Indemnitee's premises, whether belonging to Concessionaire, Indemnitee, or
<br />otherwise, or the condition of said equipment, or (d) any act or omission of
<br />Concessionaire, any Subcontractor, any of their respective employees, agents, servants,
<br />officers, directors, partners, or anyone directly or indirectly employed by Concessionaire
<br />or any Subcontractor, or anyone that either Concessionaire or any Subcontractor controls
<br />or exercises control over (herein collectively called the "Liabilities").
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<br />THE OBLIGATIONS OF CONCESSIONAIRE UNDER THIS INDEMNIFICATION SHALL
<br />APPLY TO LIABILITIES EVEN IF SUCH LIABILITIES ARE CAUSED IN WHOLE OR IN
<br />PART BY THE SOLE OR CONCURRENT NEGLIGENCE OF ANY INDEMNITEE, AND
<br />WHETHER OR NOT SUCH SOLE OR CONCURRENT NEGLIGENCE WAS ACTIVE OR
<br />PASSIVE. Concessionaire shall promptly advise Indemnitees in writing of any action,
<br />administrative or legal proceeding or investigation as to which this indemnification may
<br />apply, and Concessionaire, at Concessionaire's expense, shall assume on behalf of
<br />Indemnitees (and the other Indemnitees) and conduct with due diligence and in good faith
<br />the defense thereof with counsel satisfactory to Indemnitees; provided, however that
<br />Indemnitees shall have the right, at its option, to be represented therein by advisory
<br />counsel of its own selection and at its own expense. In the event of failure by the
<br />Concessionaire to fully perform in accordance with this Indemnification Agreement,
<br />Indemnitees, at its option, and without relieving Concessionaire of its obligations
<br />hereunder, may so perform but all costs and expenses so incurred by Indemnitees in that
<br />event shall be reimbursed by Concessionaire to Indemnitees, together with interest on the
<br />same from the date any such expense was paid by Indemnitees until reimbursed by
<br />Concessionaire, at the highest lawful rate of interest allowed under applicable usury laws
<br />of the State of Texas (or if no maximum rate is applicable, at the rate of ten percent (10%)
<br />per annum). This indemnification shall not be limited to damages, compensation or
<br />benefits payable under insurance policies, worker's compensation acts, disability benefit
<br />acts or other employee's benefit acts. It is agreed with respect to any legal limitations
<br />now or hereafter in effect and affecting the validity of enforceability of the indemnification
<br />obligation under this Section, such legal limitations are made a part of the indemnification
<br />obligation and shall operate to amend the indemnification obligation to the minimum
<br />extent necessary to bring the provision in to conformity with the requirements of such
<br />limitations, and so modified, the indemnification shall continue in full force and effect.
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<br />x.
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<br />It is expressly understood and agreed that the City may terminate this Agreement
<br />without cause at any time by giving the Concessionaire at least ninety (90) days written
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<br />C:\WP50\CLPlPIER_6.AGR
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<br />Concession Agreement, page 6 of 9
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