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assigns, from and against any liability, loss, costs, damages, or expenses, including attorneys’ fees,
<br />which the City or the Board may suffer or incur as a result of any claims or actions which may be
<br />brought by any person or entity arising out of the license granted herein by the Board or Our Lady’s
<br />use of the License Area. If any action is brought against the City or the Board, or their respective
<br />officials, employees, agents, successors, and assigns, in connection with Our Lady’s use of the
<br />License Area, Our Lady agrees to defend such action or proceedings at its own expense and to pay
<br />any judgment rendered therein.
<br />12.Insurance. Our Lady, at its sole expense, shall maintain during the Term of this
<br />Agreement, and any time period after the Term during which this license remains intact,
<br />commercial general liability insurance covering the Company in an amount not less than One
<br />Million Dollars ($1,000,000.00) per occurrence, inclusive of the limit an umbrella or excess policy .
<br />Our Lady agrees to include the Board and the City as additional insureds on any such policy and
<br />produce to the Board evidence of the same, including without limitation a properly endorsed policy
<br />and a certificate of insurance within thirty (30) days of the execution of this Agreement and
<br />annually thereafter. To the extent that the Board or the City is harmed as a result of Our Lady's
<br />use of the License Area, Our Lady hereby grants the Board first priority on any proceeds received
<br />from Our Lady's insurance. Notwithstanding anything in this Agreement to the contrary, neither
<br />the Board nor the City waive any governmental immunity or liability limitations available to them
<br />under Indiana law.
<br />13.Integration; 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 />14.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 thereof, 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
<br />unless it is in writing and is signed by the party asserted to have granted such waiver.
<br />15.Severability. If any term or provision of this Agreement is held by a court of
<br />competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions
<br />of this Agreement shall continue in full force and effect unless amended or modified by mutual
<br />consent of the parties.
<br />16.Recordable Memorandum of License Agreement. The Parties agree to execute and
<br />permit the City to record the attached Memorandum of License Agreement, incorporated herein as
<br />Exhibit D, with the St. Joseph County Recorder.
<br />17. Counterparts; Signatures. This Agreement may be separately executed in
<br />counterparts by the Board and Our Lady, and the same, when taken together, will be regarded as
<br />one original Agreement. Electronically transmitted signatures will be regarded as original
<br />signatures.
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