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connection therewith, unless caused solely by the negligence of the City or caused solely by the
<br />willful misconduct of the City.
<br />9. Insurance. Without limiting in any manner the liabilities and obligations
<br />assumed by Unity Gardens under any other provision of this Agreement, and as additional
<br />protection to the City, Unity Gardens shall, at its expense, procure and maintain with an
<br />insurance company satisfactory to the City, a Commercial Liability Insurance policy having a
<br />combined single limit of not less than $5,000,000 for each occurrence, naming the City as an
<br />additional insured. All insurance shall be underwritten by insurers, and be of such form and
<br />content, as may be acceptable to the City. Evidence of such insurance shall be furnished to the
<br />City's legal counsel for review and approval.
<br />10. Environmental Matters. Unity Gardens assumes all responsibility for any
<br />environmental obligations imposed under applicable laws, regulations, ordinances, or other
<br />requirements of federal, state, and local governmental authorities relating to (a) the placement,
<br />maintenance, or removal of the Garden, including notification and reporting of any releases, and
<br />(b) any contamination of any real property, water, air or groundwater arising or resulting, in
<br />whole or in part, from Unity Gardens' operation or use of the Premises pursuant to this
<br />Agreement. In addition, Unity Gardens shall obtain any necessary permits to place, maintain or
<br />remove the Garden. Unity Gardens agrees to indemnify and hold harmless the City from and
<br />against any and all fines, penalties, demands or other losses (including attorney's fees), incurred
<br />by the City or claimed by any person, company or governmental entity relating to (a) any
<br />contamination of any real property, water, air or groundwater arising from or caused by the use
<br />or presence of the Garden on the Premises, (b) Unity Gardens' violation of any laws, regulations
<br />or other requirements of federal, state or local governmental authorities in connection with the
<br />use or presence of the Garden on the Premises, or (c) any violation of Unity Gardens' obligations
<br />imposed in this Agreement. Without limitation, this indemnity provision shall extend to any
<br />cleanup and investigative costs relating to any contamination of the Premises arising or resulting
<br />from, in whole or in part, Unity Gardens' use of the Premises or any other activities by or on
<br />behalf of Unity Gardens occurring on or about the Premises. Unity Gardens further agrees not to
<br />dispose of any trash, debris or waste, including hazardous waste, on the Premises and will not
<br />conduct any activities on the Premises which would require a hazardous waste treatment, storage
<br />or disposal permit.
<br />11. Assignments and Other Transfers.
<br />A. Unity Gardens shall not assign, transfer, sell, mortgage, encumber,
<br />sublease or otherwise convey (whether voluntarily, involuntarily or by operation of law) this
<br />Agreement or any interest therein, nor license, mortgage, encumber or otherwise grant to any
<br />other person or entity (whether voluntarily, involuntarily or by operation of law) any right or
<br />privilege in or to the Premises (or any interest therein), in whole or in part, without the prior
<br />written consent of the City, which consent may be withheld by the City in its sole discretion.
<br />Any such assignment or other transfer made without the City's prior written consent shall be null
<br />and void and, at the City's option, shall constitute an immediate default of this Agreement.
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