02-27-17 Regular Meeting of the La Porte City Council

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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 INDEMNIFICATION 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 WHETHER 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 ingood 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 of ten 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 itsintention 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 to the City. Notifications pertaining to any part of this Agreement shall be made as follows: THE CITY:City of La Porte Parks & Recreation Department 1322 S. Broadway La Porte, Texas 77571 Attention: Director of Parks and Recreation Pier Concession Agreement, REVISED, 0117 Concession Agreement, page 6of 9