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upon the failure of LICENSEE to so cure or remedy within a reasonable time. LICENSEE's
<br />obligations under this Section shall survive the termination of this Agreement.
<br />12. Indemnity. LICENSEE shall indemnify, defend, reimburse and hold harmless CITY, its
<br />officers, agents, employees and contractors, and each of them ("Indemnified Parties"), from and
<br />against any and all demands, claims, legal or administrative proceedings, losses, costs, penalties,
<br />fines, liens, judgments, damages and liabilities of any kind ("Claims"), arising in any manner
<br />out of (a) any injury to or death of any person or damage to or destruction of any property
<br />occurring in, on or about the City Property, or any part thereof, whether such injury, death,
<br />damage or destruction is caused by the person or property of LICENSEE, its officers, directors,
<br />members, employees, agents, consultants, contractors or subcontractors (collectively, "Agents"),
<br />its invitees, guests or business visitors (collectively, "Invitees"), or third persons, relating to any
<br />use or activity under this License, (b) any failure by LICENSEE to faithfully observe or perform
<br />any of the terms, covenants or conditions of this License, (c) the use of the City Property or any
<br />activities conducted thereon by LICENSEE, its Agents or Invitees, (d) any release or discharge,
<br />or threatened release or discharge, of any Hazardous Material caused or allowed by LICENSEE,
<br />its Agents or Invitees, on, in, under or about the City Property, any improvements or into the
<br />environment, or (e) any failure by LICENSEE to faithfully observe or perform any terms,
<br />covenants or conditions of this License; except solely to the extent of Claims resulting directly
<br />from the gross negligence or willful misconduct of Indemnified Parties. In addition to LICENSEE's
<br />obligation to indemnify CITY. LICENSEE specifically acknowledges and agrees that it has an
<br />immediate and independent obligation to defend CITY from any claim that actually or potentially
<br />falls within this indemnity provision, even if such allegation is or may be groundless, fraudulent
<br />or false, which obligation arises at the time such claim is tendered to LICENSEE by CITY and
<br />continues at all times thereafter. The foregoing indemnity shall include, without limitation,
<br />reasonable attorneys', experts' and consultants' fees and costs, investigation and remediation
<br />costs and all other reasonable costs and expenses incurred by the Indemnified Parties. LICENSEE's
<br />obligations under this Section shall survive the expiration or other termination of this License
<br />Agreement.
<br />13. 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,
<br />agents, employees, contractors or subcontractors, or their employees, or for any bodily injury
<br />or death to such persons, resulting or arising from the condition of the City Property or
<br />its use by LICENSEE except as caused by the gross negligence or willful misconduct of the
<br />CITY.
<br />B. LICENSEE acknowledges that this Agreement is freely revocable by CITY and in
<br />view of such fact. LICENSEE expressly assumes the risk of making any expenditures in
<br />connection with this Permit, even if such expenditures are substantial. Without limiting
<br />any indemnification obligations of LICENSEE or other waivers contained in this
<br />Agreement and as a material part of the consideration for this Permit, LICENSEE fully
<br />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,
<br />officers, directors and employees, and all persons acting by, through or under each of
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<br />REV: 05-01-1715
<br />ATTY/AGR/2017.074/BLU HARBOR LICENSE AGREEMENT
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