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privileges hereunder at its own risk and shall indemnify, defend, reimburse and hold
<br />harmless City, its officers, officials, employees, agents, representatives, volunteers, and
<br />each of them (collectively, "City Parties'), from and against any and all demands,
<br />claims, legal or administrative proceedings, losses, costs, penalties, fines, liens,
<br />judgments, damages and liabilities of any kind (collectively, "Claims"), arising in any
<br />manner out of (a) any injury to or death of any person or damage to or destruction of
<br />any property occurring in, on or about the Farmers' Market Area, or any part thereof,
<br />whether such injury, death, damage or destruction is caused by the person or property
<br />of Licensee, its officers, directors, members, employees, agents, consultants,
<br />contractors or subcontractors, invitees, guests, or visitors (collectively, "Licensee
<br />Parties), relating to any use or activity under this Agreement, (b) the use of the Farmers'
<br />Market Area or any activities conducted thereon by Licensee or Licensee Parties, (c)
<br />any release or discharge, or threatened release or discharge, of any Hazardous
<br />Material caused or allowed by Licensee or Licensee Parties, on, in, under or about the
<br />Farmers' Market Area, or into the environment, or (d) any failure by Licensee to faithfully
<br />observe or perform any terms, covenants or conditions of this Agreement; except solely
<br />to the extent of Claims resulting directly from the sole negligence or willful misconduct of
<br />City or City Parties. In addition to Licensee's obligation to indemnify City, Licensee
<br />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,
<br />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
<br />limitation, reasonable attorneys', experts' and consultants' fees and costs, investigation
<br />and remediation costs and all other reasonable costs and expenses incurred by City
<br />and City Parties, including, without limitation, damages for decrease in the value of the
<br />Farmers' Market Area and claims for damages or decreases in the value of adjoining
<br />property. Licensee's obligations under this Section shall survive the expiration or other
<br />termination of this Agreement. Neither City nor City Parties shall have liability to
<br />Licensee or Licensee Parties as the result of damage or loss to property or injury or
<br />death to any such person arising on the Farmers' Market Area or out of the farmers'
<br />market events conducted on the Farmers' Market Area, except for damages to Licensee
<br />property caused by the sole negligence or willful misconduct of City. The parties intend
<br />that damages and/or costs and all other terms implying an amount tied to liability shall
<br />include consequential damages. The amount and type of insurance coverage
<br />requirements set forth herein will in no way be construed as limiting the scope of the
<br />indemnity in this Section.
<br />12. Alterations. Licensee shall make no alterations, additions or improvements
<br />to the Farmers' Market Area or any part thereof without prior written approval of City.
<br />No stakes or other equipment shall be attached to the Farmers' Market Area.
<br />13. Maintenance of Premises. Licensee shall keep and maintain the Farmers'
<br />Market Area free and clear of any and all trash, refuse, garbage, debris or litter arising
<br />from or incidental to its use of the Farmers' Market Area. Licensee shall keep and
<br />maintain the Farmers' Market Area, in a clean, safe, orderly manner, with clear
<br />REV: 04-02-19 PR
<br />Page 5 of 16
<br />A17Y/AGR.2019,079/Redwood City Kiwanis Club
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