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19. Indemnity. Licensee shall indemnify, defend, reimburse, and hold harmless City, its officers,
<br />agents, employees, and contractors, and each of them, from and against any and all demands, claims, legal
<br />or administrative proceedings, losses, costs, penalties, fines, liens, judgments, damages, and liabilities of
<br />any kind ("Claims"), arising in any manner out of (a) any injury to or death of any person or damage to
<br />or destruction of any property occurring in, on, or about any part of the License Area, whether such
<br />injury, death, damage, or destruction is caused by the person or property of Licensee, its officers,
<br />directors, members, employees, agents, consultants, contractors, or subcontractors (collectively,
<br />"Agents"), its invitees, guests, or business visitors (collectively, "Invitees"), or third persons, relating to
<br />any use or activity under this License, (b) any failure by Licensee to faithfully observe or perform any of
<br />the terms, covenants, or conditions of this License, (c) the use of the License Area or any activities
<br />conducted on the License Area by Licensee, its Agents, or Invitees, (d) any release or discharge, or
<br />threatened release or discharge, of any Hazardous Material caused or allowed by Licensee, its Agents, or
<br />Invitees, on, in, under, or about the License Area, any improvements or into the environment, or (e) any
<br />failure by Licensee to faithfully observe or perform any terms, covenants, or conditions of the Recorded
<br />Documents to the extent that such terms, covenants, or conditions relate to or are triggered by the work to
<br />be performed or the Facilities to be installed pursuant to this License; except solely to the extent of
<br />Claims resulting directly from the gross negligence or willful misconduct of City or City's authorized
<br />representatives. In addition to Licensee's obligation to indemnify City, Licensee specifically
<br />acknowledges and agrees that it has an immediate and independent obligation to defend City from any
<br />claim that actually or potentially falls within this indemnity provision even if such allegation is or may be
<br />groundless, fraudulent, or false, which obligation arises at the time such claim is tendered to Licensee by
<br />City and continues at all times thereafter. The foregoing indemnity shall include, without limitation,
<br />reasonable attorneys', experts', and consultants' fees and costs, investigation and remediation costs, and
<br />all other reasonable costs and expenses incurred by the indemnified parties, including, without limitation,
<br />damages for decrease in the value of the License Area and claims for damages or decreases in the value of
<br />adjoining property. Licensee's obligations under this Section shall survive the expiration or other
<br />termination of this License.
<br />20. Waiver of Claims
<br />(a) Neither City nor any of its commissions, departments, boards, officers, agents, or
<br />employees shall be liable for any damage to the property of Licensee, its officers, agents, employees,
<br />contractors, or subcontractors, or their employees, or for any bodily injury or death to such persons,
<br />resulting or arising from the condition of the License Area or its use by Licensee, or Licensee's Agents or
<br />Invitees.
<br />(b) Licensee acknowledges that this License is freely revocable by City and in view of such
<br />fact, Licensee expressly assumes the risk of making any expenditure in connection with this License, even
<br />if such expenditures are substantial. Without limiting any indemnification obligations of Licensee or
<br />other waivers contained in this License and as a material part of the consideration for this License,
<br />Licensee fully RELEASES, WAIVES, AND DISCHARGES forever any and all claims, demands, rights,
<br />and causes of action against, and covenants not to sue, City, its departments, commissions, officers,
<br />directors, and employees, and all persons acting by, through, or under each of them, under any present or
<br />future Laws, including, but not limited to, any claim for inverse condemnation or the payment of just
<br />compensation under law or equity, in the event that City exercises its right to revoke or terminate this
<br />License.
<br />(c) Licensee acknowledges that it will not be a displaced person at the time this License is
<br />terminated or revoked or expires by its own terms, and Licensee fully RELEASES, WAIVES, AND
<br />DISCHARGES forever any and all claims, demands, rights, and causes of action against, and covenants
<br />not to sue, City, its departments, commissions, officers, directors, and employees, and all persons acting
<br />by, through, or under each of them, under any present or future Laws, including, without limitation, any
<br />and all claims for relocation benefits or assistance from City under federal and state relocation assistance
<br />laws.
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