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<br />ATTY/AGR/2022.014.08/TRI-PARTY AGREEMENT
<br />REV: 01-25-2022 VR
<br />indemnify CITY, COUNTY 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 indemnity provision
<br />even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such
<br />claim is tendered to COUNTY by CITY and continues at all times thereafter. The foregoing indemnity shall
<br />include, without limitation, reasonable attorneys', experts' and consultants' fees and costs, investigation
<br />and remediation costs and all other reasonable costs and expenses incurred by the indemnified parties,
<br />including, without limitation, damages for decrease in the value of the City Property and claims for damages
<br />or decreases in the value of adjoining property. COUNTY's obligations under this Section shall survive the
<br />expiration or other termination of this Agreement. CITY and CITY Indemnified Parties shall have no liability
<br />to COUNTY or any COUNTY Party as the result of damage or loss to property or injury to or death of any
<br />such person arising directly or indirectly from the Activities conducted pursuant to this Agreement, except
<br />for damages to COUNTY property caused by the sole negligence or willful misconduct of CITY. The parties
<br />intend that damages and/or costs and all other terms implying an amount tied to liability shall include
<br />consequential damages. The amount and type of insurance coverage requirements set forth herein will in
<br />no way be construed as limiting the scope of the COUNTY's indemnity in this Section.
<br />15. 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 COUNTY, its commissions,
<br />departments, boards, officers, agents, employees, contractors or subcontractors, or their
<br />employees, or for any bodily injury to or death of such persons, resulting or arising from the
<br />condition of the License Area or its use by COUNTY.
<br />B.COUNTY acknowledges that this License is terminable by CITY as provided herein and in
<br />view of such fact, COUNTY expressly assumes the risk of making any expenditures in connection
<br />with this License, even if such expenditures are substantial. Without limiting any indemnification
<br />obligations of COUNTY or other waivers contained in this Agreement and as a material part of the
<br />consideration for the License, COUNTY fully RELEASES, WAIVES AND DISCHARGES forever,
<br />any and all claims, demands, rights, and causes of action against, for consequential and incidental
<br />damages (including without limitation, lost profits), and covenants not to sue, CITY, its departments,
<br />commissions, officers, directors or employees, or any persons acting by, through or under each of
<br />them, under any present or future laws, statutes, or regulations, including, but not limited to, any
<br />claim for inverse condemnation or the payment of just compensation under law or equity, in the
<br />event that CITY exercises its right to terminate this License.
<br />C.COUNTY acknowledges that neither County nor its Invitees will be a displaced person at
<br />the time this License is terminated or expires by its own terms, and COUNTY fully RELEASES,
<br />WAIVES AND DISCHARGES forever, and agrees to indemnify, defend and hold harmless CITY,
<br />and its departments, commissions, officers, directors and employees, and all persons acting by,
<br />through or under each of them, from and against any claims for relocation benefits or assistance
<br />under any present or future federal and state relocation assistance laws, statutes, or regulations,
<br />including, without limitation, claims asserted by any Invitee. County's indemnity obligations under
<br />this subsection shall survive the expiration or earlier termination of this Agreement.
<br />D.COUNTY expressly acknowledges and agrees that the fees payable hereunder do not
<br />take into account any potential liability of CITY for any consequential or incidental damages
<br />including, but not limited to, lost profits arising out of disruption to the Permitted Facilities or
<br />COUNTY's uses hereunder. CITY would not be willing to give this License in the absence of a
<br />waiver of liability for consequential or incidental damages due to the acts or omissions of CITY or
<br />its Agents, and COUNTY expressly assumes the risk with respect thereto. Accordingly, without
<br />limiting any indemnification obligations of COUNTY or other waivers contained in this License and
<br />as a material part of the consideration for this License, COUNTY fully RELEASES, WAIVES AND
<br />DISCHARGES forever any and all claims, demands, rights, and causes of action against for
<br />consequential and incidental damages (including without limitation, lost profits), and covenants not
<br />to sue for such damages, CITY, its departments, commissions, officers, directors and employees,
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