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e e premises, the adjoining land, or any of the driveways, streets, or alleys used in connection with the services of the Concessionaire, (c) the use of any equipment by Concessionaire on Indemnitee's premises, whether belonging to Concessionaire, Indemnitee, or otherwise, or the condition of said equipment, or (d) any act or omission of Concessionaire, any Subcontractor, any of their respective employees, agents, servants, officers, directors, partners, or anyone directly or indirectly employed by Concessionaire or any Subcontractor, or anyone that either Concessionaire or any Subcontractor controls or exercises control over (herein collectively called the "Liabilities"). THE OBLIGATIONS OF CONCESSIONAIRE UNDER THIS INDEMN'FICATION SHALL APPLY TO LIABILITIES EVEN IF SUCH LIABILITIES ARE CAUSED IN WHOLE OR IN PART BY THE SOLE OR CONCURRENT NEGLIGENCE OF ANY INDEMNITEE, AND WH~THER OR NOT SUCH SOLE OR CONCURRENT NEGLIGENCE WAS ACTIVE OR PASSIVE. Concessionaire shall promptly advise Indemnitees in writing of any action, administrative or legal proceeding or investigation as to which this indemnification may apply, and Concessionaire, at Concessionaire's expense, shall assume on behalf of Indemnitees (and the other Indemnitees) and conduct with due diligence and in good faith the defense thereof with counsel satisfactory to Indemnitees; provided, however that Indemnitees shall have the right, at its option, to be represented therein by advisory counsel of its own selection and at its own expense. In the event of failure by the Concessionaire to fully perform in accordance with this Indemnification Agreement, Indemnitees, at its option, and without relieving Concessionaire of its obligations hereunder, may so perform but all costs and expenses so incurred by Indemnitees in that event shall be reimbursed by Concessionaire to Indemnitees, together with interest on the same from the date any such expense was paid by Indemnitees until reimbursed by Concessionaire, at the highest lawful rate of interest allowed under applicable usury laws of the State of Texas (or if no maximum rate is applicable, at the rate often percent (10%) per annum). This indemnification shall not be limited to damages, compensation or benefits payable under insurance policies, worker's compensation acts, disability benefit acts or other employee's benefit acts. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity of enforceability of the indemnification obligation under this Section, such legal limitations are made a part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision in to conformity with the requirements of such limitations, and so modified, the indemnification shall continue in full force and effect. x. It is expressly understood and agreed that the City may terminate this Agreement without cause at any time by giving the Concessionaire at least ninety (90) days written notice of its intention to do so, specifying therein the effective date of such termination. It is expressly agreed that the Concessionaire may terminate this Agreement prior to the expiration of the term set forth above without cause upon ninety (90) days written notice C:\AGRlPtER CONCESSION, REVISED, 1000 Concession Agreement, page 8 of 9