Agmt 21Citizens for Emergency Response and Preparedness Program, Inc. Revocable License Agreement

Browse Search

REV: 10-26-21 SK Material caused or allowed by Licensee or Licensee Parties, on, in, under or about the City Property, including the Site, or into the environment, or (e) any failure by Licensee to faithfully observe or perform any terms, covenants or conditions of this Agreement; except solely to the extent of Claims resulting directly from the sole negligence or willful misconduct of City or City Parties. 15.2 In addition to Licensee's obligation to indemnify City, Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City from any claim that actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to Licensee by City and continues at all times thereafter. 15.3 The foregoing indemnity shall include, without limitation, reasonable attorneys', experts' and consultants' fees and costs, investigation and remediation costs and all other reasonable costs and expenses incurred by City and City Parties, including, without limitation, damages for decrease in the value of the City Property (including the Site) and claims for damages or decreases in the value of adjoining property. 15.4 Neither City nor City Parties shall have liability to Licensee or Licensee Parties as the result of damage or loss to property or injury or death to any such person arising on the Site or out of the Licensee's activities or actions or omissions conducted on the Site, except for damages to the Site caused by the sole negligence or willful misconduct of City. The Parties intend that damages and/or costs and all other terms implying an amount tied to liability shall include consequential damages. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this Section. 15.5 Subsection 15.1 notwithstanding, in accordance with California Civil Code Section 1668, as amended, nothing in this Agreement will be construed to exempt City from its own fraud, willful injury to the person or property of another, or violation of law. 15.6 Nothing contained in this Agreement will be construed to require Licensee to Indemnify Indemnitees against any responsibility or liability in contravention of California Civil Code Section 2782.8, as amended. To the extent this Agreement is a “construction contract” as defined by California Civil Code section 2783, as amended, such ATTY/AGR.2021.270/Citizens for Emergency Response and Preparedness Program, Inc. (Page 7 of 41)