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C. Indemnity. Without a waiver of the City’s statutory immunities pursuant to
<br />Minnesota Statutes, Chapter 466 or other applicable law, Licensees shall defend, indemnify
<br />and save Licensor and its officers, employees and agents harmless from and against all
<br />liabilities, losses, obligations, claims, suits, damages, penalties, causes of action, costs and
<br />expenses (including without limitation, court costs and reasonable attorneys’ fees) arising
<br />from or relating to Licensees’ respective use, occupancy or operations within the Property,
<br />or any failure on the part of Licensees to perform or comply with any terms of this
<br />Agreement or the Licensees’ permits and approvals, or any injury, death, disability or
<br />damage to any person or property occurring in or on the Property in connection with
<br />Licensees’ use of the Property, or any act or omission by Licensees or its officers,
<br />employees, contractors or agents or anyone claiming by or through them. The foregoing
<br />indemnification only applies to the extent of each Licensee’s respective negligence or
<br />willful misconduct, and does not apply to any liability, cause of action, expense or cost
<br />suffered or incurred by Licensor as a result of the gross negligence or willful misconduct
<br />of Licensor, its officers, employees, agents or contractors. Notwithstanding anything
<br />contained herein, in no event shall Licensee’s liability exceed its Security provided by
<br />Section 2(C).
<br />D. Insurance. Each Licensee shall maintain commercial general liability
<br />insurance against claims for personal injury, death or property damage occurring upon, in
<br />or about the Property, such insurance to afford protection to the limit of not less than
<br />$2,000,000.00 in respect to injury or death to a single person, and to the limit of not less
<br />than $3,000,000.00 in respect to any one accident, and to the limit of not less than
<br />$500,000.00 in respect to any property damage, and shall name Licensor as an additional
<br />insured.
<br />All policies of insurance shall be written in companies that are qualified to do
<br />business in the State of Minnesota with a minimum AM Best Rating of at least A-. Each
<br />Licensee shall procure and deliver to Licensor certification from the respective insurance
<br />companies indicating that the insurance to be maintained by the Licensees is in force.
<br />During the term of this Agreement, upon request by Licensor, each Licensee shall procure
<br />and deliver to Licensor updated certifications from the respective insurance companies
<br />indicating that the insurance to be maintained by Licensees is in force. Each Licensee shall
<br />notify Licensor if any of the required coverage is cancelled or terminated.
<br />5. Miscellaneous Provisions.
<br />A. No Interest in Property. Licensees acknowledge and agree that this
<br />Agreement does not grant either Licensee any estate or other interest in the Property or any
<br />part thereof, except the License expressly described herein.
<br />B. Assignability. This Agreement, and the License herein granted, may not be
<br />assigned or transferred to any third party by a Licensee without the prior written approval
<br />of Licensor, and shall automatically terminate if any assignment is executed without
<br />written approval; provided, however, a Licensee may assign and/or transfer this Agreement
<br />and the License herein granted to its parent, subsidiary, affiliate, mortgage lender or
<br />successor-in-interest pursuant to a third party sale.
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