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c) actual costs to the City for providing security services as provided in Section 9(d), (c) third, ten percent (10 %) to the City, and (d) lastly, the remaining ninety percent (90 %) as the City and Licensee mutually agree to local 501(c)(3) non - profit organizations active in education and winter sports. all in the amounts and in priority of distribution as determined by Licensor's City Manager and Licensee. 12. Licensor Equipment Purchase Option. Notwithstanding any terms to the contrary contained herein, when the term of this Agreement is completed Licensee shall offer Licensor the option to purchase any or all of the Holiday Rink equipment at Licensee's then amortized depreciated value for such equipment and allow Licensor to operate the Holiday Rink without any affiliation with the Sharks, or its related involvement or usage of the Sharks Trade Marks and Trade Nantes. 13. Mutual Indemnity.. Insurance' Waiver. (a) Indemnification. Each Party shall indemnify and hold harmless the other and its respective parent and subsidiary companies, and the respective officers, directors, agents and employees of each from and against liability. actions. claims, demands, losses or damages (including reasonable outside attorneys' fees) (collectively, "Claims ") caused by or arising out of any breach or alleged breach by the applicable Party of any representation, warranty, obligation or other provision contained in this License Agreement owed the other Party. Each Party stay, and if requested by the other Party, will assume the defense of any Claim, and will, upon request by the other Party. allow such Party to cooperate in such defense. Each Party will give prompt written notice of any claim, demand or action covered by this indemnification provision. (b) Insurance. Each Party shall procure All Risk insurance coverage covering their respective obligations hereunder during the Tenn of this Agreement including comprehensive general liability insurance, each naming the other Party as an Additional Loss Insured under their respective policy, in such coverage amounts, with companies, and with such deductibles as are deemed mutually satisfactory between the Parties. (c) Waiver. Licensee shall use its Standard Participant Ice Skating aiver and shall require all participants at the Rink to sign a waiver before using the Rink. Licensor shall review and approve the form of the waiver to he used. 14. Termination. (a) This License Agreement may be terminated by either Party in the event of any breach of or default of any material provision contained herein by the other Party, upon written notice given by the non - defaulting Party, unless such breach or default has been cured (10 the extent curable) within ten (10) days after written notice thereof specifying such breach or event of default or unless curative action is commenced within that period and is thereafter diligently and in good faith prosecuted to completion. (h) Upon any termination of this License Agreement, all rights and obligations of the Parties shall cease, except in respect of (i) any liabilities or obligations under the terms ofthis 5