|
<br /> It e
<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").
<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.
<br /> X.
<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
<br /> C:\ WPSO\CLPlPlER_6.AGR Concession Agreement, page 6 of 9
<br />
|