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<br />ATTY/AGR/2022.014.08/TRI-PARTY AGREEMENT
<br />REV: 01-25-2022 VR
<br />items installed or placed in, on, under or about the License Area by COUNTY, as may be necessary to
<br />avoid any actual or potential interference with any CITY operation and use of the License Area. In the
<br />request, CITY shall have the right to specify reasonable time limits for completion of the work. If after such
<br />written notice COUNTY fails to complete the requested work within the prescribed time limits, CITY shall
<br />have the right to perform the requested work and charge COUNTY all costs and expenses incurred by CITY
<br />in performing the work. Such amount shall be due and payable upon CITY's demand. In the event of an
<br />emergency CITY may, at its sole option and without notice, alter, remove or protect at COUNTY's sole
<br />expense, any and all facilities, improvements, plantings or other property installed or placed in, on, under
<br />or about the License Area by COUNTY, except for utility facilities owned by either a private company or a
<br />public agency that are necessary for operations after an emergency as determined by CITY in its sole
<br />discretion. City reserves the right to cause the owner of such utility facilities to take immediate action to
<br />protect, remove or relocate such facilities as required by CITY to meet the emergency.
<br />10. Signs. COUNTYshall not place, erect or maintain any sign, advertisement, banner or similar object
<br />in, on, or about the License Area without CITY's prior written consent, which CITY may withhold in its sole
<br />discretion.
<br />11. Surrender. Upon the expiration of this Agreement or within ten (10) days after any sooner
<br />termination of the License, COUNTY shall surrender the License Area in the same or better condition as
<br />received. At such time, COUNTY shall remove all of its property, Including Permitted Facilities, from the
<br />License Area and any signs and, upon CITY's request, other Alterations or improvements permitted
<br />hereunder Additionally, COUNTY shall remove all equipment, materials, fencing, debris and other items
<br />brought onto the License Area and shall repair, at its cost, any damage to the License Area caused by such
<br />removal. COUNTY's obligations under this Section shall survive the expiration or termination of this
<br />Agreement.
<br />12. Repair of Damage. If any portion of the License Area or any personal property of CITY located on
<br />or about the License Area is damaged or threatened by any of the activities conducted by COUNTY or
<br />anyone acting by or through COUNTY hereunder, COUNTY shall immediately, at its sole cost, notify CITY
<br />by facsimile or electronic mail of such damage or threat. CITY may, but shall not be obligated, to remedy
<br />such damage or threat at COUNTY's sole cost, or CITY may elect to witness COUNTY's repair work. In the
<br />event CITY elects not to remedy such damage or threat, COUNTY shall repair any and all such damage
<br />and restore the License Area or property to its previous condition subject to CITY's inspection, review and
<br />approval. CITY has no responsibility or liability of any kind with respect to any utilities that may be on, in or
<br />under the License Area.
<br />13. No Costs to CITY. COUNTY shall bear all costs and expenses of any kind or nature in connection
<br />with its use of the License Area, and shall keep the License Area free and clear of any liens or claims of
<br />lien arising out of or in any way connected with its use of the License Area.
<br />14. Indemnity. COUNTY shall indemnify, defend, reimburse and hold harmless CITY, its officers,
<br />agents, employees and contractors, and each of them (collectively, the "Indemnified Parties"), from and
<br />against any and all demands, claims, legal or administrative proceedings, losses, costs, penalties, fines,
<br />liens, judgments, damages and liabilities of any kind (collectively, "Claims"),arising in any manner out of
<br />(a) any injury to or death of any person or damage to or destruction of any property occurring in, on or about
<br />the City Property, or any part thereof, whether such injury, death, damage or destruction is caused by the
<br />person or property of COUNTY, its officers, directors, members, employees, agents, consultants,
<br />contractors or subcontractors (collectively, “Agents"), its invitees, guests or business visitors (collectively,
<br />"Invitees"), or third persons, relating to anyuse or activityunder this Agreement; (b) anyfailure byCOUNTY
<br />to faithfully observe or perform any of the terms, covenants or conditions of this Agreement; (c) the use of
<br />the License Area or any activities conducted thereon by COUNTY, its Agents or Invitees; (d) any release
<br />or discharge, or threatened release or discharge, of any Hazardous Material caused or allowed by
<br />COUNTY, its Agents or Invitees, on, in, under or about the City Property, any improvements or into the
<br />environment; or (e) any failure by COUNTY to faithfully observe or perform any terms, covenants or
<br />conditions of this Agreement; except solelyto the extent of Claims resulting directlyfrom the sole negligence
<br />or willful misconduct of CITY or CITY's authorized representatives. In addition to COUNTY's obligation to
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