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6.1.F. - Page 7
<br />7. Surrender. Upon the expiration or earlier termination of this License, LICENSEE shall
<br />surrender the License Area in the same or better condition as received. At such time,
<br />LICENSEE shall remove all of its property from the License Area and any signs and, upon
<br />CITY's request, other structures or improvements permitted hereunder, and shall repair, at its
<br />cost, any damage to the License Area caused by such removal. LICENSEE's obligations under
<br />this Section shall survive any termination of this License.
<br />8. Repair of Damage. If any portion of the License Area or any personal property of CITY
<br />located on or about the License Area is damaged or threatened by any of the activities
<br />conducted by LICENSEE or anyone acting by or through LICENSEE hereunder, LICENSEE
<br />shall immediately, at its sole cost, notify CITY by facsimile or electronic mail
<br />(encroachment@redwoodcity.org) of such damage or threat. CITY may, but shall not be
<br />obligated, to remedy such damage or threat at LICENSEE's sole cost, or CITY may elect to
<br />witness LICENSEE's repair work. In the event CITY elects not to remedy such damage or
<br />threat, LICENSEE shall repair any and all such damage and restore the License Area or
<br />property to its previous condition subject to CITY's inspection, review and approval. CITY has
<br />no responsibility or liability of any kind with respect to any utilities that may be on, in or under
<br />the License Area.
<br />9. Indemnitv. LICENSEE shall indemnify, defend, reimburse and hold harmless CITY, its
<br />officers, agents, employees and contractors, and each of them ("Indemnified Parties"), from
<br />and against any and all demands, claims, legal or administrative proceedings, losses, costs,
<br />penalties, fines, liens, judgments, damages and liabilities of any kind ("Claims"), arising in any
<br />manner out of (a) any injury to or death of any person or damage to or destruction of any
<br />property occurring in, on or about the Property, and relating to any use or activity under this
<br />Agreement, (b) any failure by LICENSEE to faithfully observe or perform any of the terms,
<br />covenants or conditions of this License, (c) the use of the Property or any activities conducted
<br />thereon by LICENSEE, its agents or invitees, (d) any release or discharge, or threatened
<br />release or discharge, of any Hazardous Material caused or allowed by LICENSEE, its agents or
<br />invitees, on, in, under or about the Property, any improvements or into the environment; except
<br />to the extent of Claims resulting directly from the sole negligence or willful misconduct of CITY
<br />or CITY's authorized representatives. In addition to LICENSEE's obligation to indemnify CITY,
<br />LICENSEE specifically acknowledges and agrees that it has an immediate and independent
<br />obligation to defend the CITY from any claim that actually or potentially falls within this
<br />indemnity provision even if such allegation is or may be groundless, fraudulent or false, which
<br />obligation arises at the time such claim is tendered to LICENSEE by CITY and continues at all
<br />times thereafter. The foregoing indemnity shall include, without limitation, reasonable
<br />attorneys', experts' and consultants' fees and costs, investigation and remediation costs and all
<br />other reasonable costs and expenses incurred by the indemnified parties, including, without
<br />limitation, damages for decrease in the value of the Property and claims for damages or
<br />decreases in the value of adjoining property. LICENSEE's obligations under this Section shall
<br />survive the expiration or other termination of this Agreement. CITY and CITY Indemnified
<br />Parties shall have no liability to LICENSEE or any LICENSEE party as the result of damage or
<br />loss to property or injury or death to any such person arising on the Property or out of the
<br />Activities conducted on the Property, except for damages to LICENSEE property caused by the
<br />sole negligence or willful misconduct of CITY or CITY's authorized representatives. The parties
<br />intend that damages and/or costs and all other terms implying an amount tied to liability shall
<br />not include consequential damages or loss of profits.
<br />REV: 09-27-17 PR
<br />Page 5 of 11
<br />ATTY/AGR.2017.227/Devcon Construction Inc.
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