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• 9. Restoration. To the extent that any portion of the Property is disturbed or damaged
<br />in connection with the Licensee's use of the Property, the Licensee, at the Licensee's sole expense,
<br />shall restore the Property to the condition that existed immediately prior to such disturbance or
<br />damage to the satisfaction of the Commission. Further, if any damage to any portion of the
<br />Commission Property is evident or suspected at any time during the Term, the Licensee shall
<br />immediately notify the Commission and restore those portions of the Commission Property to the
<br />condition that existed immediately prior to the Tenn at the Licensee's sole expense.
<br />10. Indemnification. The Licensee agrees and undertakes to defend, indemnify, and
<br />hold harmless the City and the Commission, and their respective officials, employees, agents,
<br />successors, and assigns, from and against any liability, loss, costs, damages, or expenses, including
<br />attorneys' fees, which the City or the Commission may suffer or incur as a result of any claims or
<br />actions which may be brought by any person or entity arising out of the Event, the license granted
<br />herein by the Commission, the Licensee's use of the Property, or the acts or omissions of the
<br />Licensee's employees, contractors, agents, or invitees, including acts or omissions occurring on
<br />adjacent properties. If any action is brought against the City or the Commission, or their respective
<br />officials, employees, agents, successors, and assigns, in connection with the Event, the license
<br />granted herein, the Licensee's use of the Property, or the acts or omissions of the Licensee's
<br />employees, contractors, agents, or invitees, including acts or omissions occurring on adjacent
<br />properties, the Licensee agrees to defend such action or proceedings at its own expense and to pay
<br />any judgment rendered therein. This Section shall survive the termination of this Agreement.
<br />• 11. Insurance. The Licensee, at the Licensee's sole expense, shall maintain doming the
<br />Tema of this Agreement commercial general liability insurance sufficiently covering the Event,
<br />but in no event less than Five Million Dollars ($5,000,000), and shall name the City and the
<br />Commission as additional insureds. The Licensee shall provide the Commission with a Certificate
<br />of Insurance evidencing the amount no later than fourteen (14) days prior to the Event. Failure to
<br />provide a Certificate of Insurance in the amount stated above will result in the immediate
<br />termination of this Agreement with no liability to the City or the Commission. To the extent that
<br />the Commission or the City is harmed as a result of the Event, Licensee's use of the Property, or
<br />the acts or omissions of the Licensee's employees, contractors, agents, or invitees, the Licensee
<br />hereby grants the Commission first priority on any proceeds received from the Licensee's
<br />insurance. Notwithstanding anything in this Agreement to the contrary, neither the Commission
<br />nor the City waive any governmental immunity or liability limitations available to them under
<br />Indiana law. This Section shall survive the termination of this Agreement.
<br />12. Intearatiow Amendment. This Agreement supersedes all prior negotiations,
<br />understandings, and agreements, whether written or oral, concerning the subject matter of this
<br />Agreement and constitutes the Parties' entire agreement. This Agreement may not be altered
<br />except by a written instrument signed by authorized representatives of both Parties.
<br />13. Waiver. Neither the failure nor any delay on the part of a party to exercise any
<br />right, remedy, power or privilege under this Agreement shall operate as a waiver thered nor shall
<br />any single or partial exercise of any right, remedy, power or privilege preclude any other or further
<br />exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right,
<br />remedy, power or privilege with respect to any occurrence be construed as a waiver of such right,
<br />• remedy, power or privilege with respect to any other occurrence. No waiver shall be effective
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