|
REV: 07-14-2023 RL
<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) any failure by Licensee
<br />to faithfully observe or perform any of the terms, covenants or conditions of this
<br />Agreement, (c) the use of the Farmers’ Market Area or any activities conducted thereon
<br />by Licensee or Licensee Parties, (d) any release or discharge, or threatened release or
<br />discharge, of any Hazardous Material caused or allowed by Licensee or Licensee
<br />Parties, on, in, under or about the Farmers’ Market Area, or into the environment, or (e)
<br />any failure by Licensee to faithfully observe or perform any terms, covenants or
<br />conditions of this Agreement; except solely to the extent of Claims resulting directly from
<br />the sole negligence or willful misconduct of City or City Parties. In addition to
<br />Licensee’s obligation to indemnify City, Licensee specifically acknowledges and agrees
<br />that it has an immediate and independent obligation to defend the City from any claim
<br />that actually or potentially falls within this indemnity provision even if such allegation is
<br />or may be groundless, fraudulent or false, which obligation arises at the time such claim
<br />is tendered to Licensee by City and continues at all times thereafter. The foregoing
<br />indemnity shall include, without limitation, reasonable attorneys’, experts’ and
<br />consultants’ fees and costs, investigation and remediation costs and all other
<br />reasonable costs and expenses incurred by City and City Parties, including, without
<br />limitation, damages for decrease in the value of the Farmers’ Market Area) and claims
<br />for damages or decreases in the value of adjoining property. Licensee’s obligations
<br />under this Section shall survive the expiration or other termination of this Agreement.
<br />Neither City nor City Parties shall have liability to Licensee or Licensee Parties as the
<br />result of damage or loss to property or injury or death to any such person arising on the
<br />Farmers’ Market Area or out of the farmers’ market events conducted on the Farmers’
<br />Market Area, except for damages to Licensee property caused by the sole negligence
<br />or willful misconduct of City. The parties intend that damages and/or costs and all other
<br />terms implying an amount tied to liability shall include consequential damages. The
<br />amount and type of insurance coverage requirements set forth herein will in no way be
<br />construed as limiting the scope of the indemnity in this Section.
<br />11. Alterations. Licensee shall make no alterations, additions or improvements to
<br />the Farmers’ Market Area or any part thereof without prior written approval of City. No
<br />stakes or other equipment shall be attached to the Farmers’ Market Area.
<br />12. Maintenance of Premises. Licensee shall keep and maintain the City
<br />Property free and clear of any and all trash, refuse, garbage, debris or litter arising from
<br />or incidental to its use of the Farmers’ Market Area. Licensee shall keep and maintain
<br />the Farmers’ Market Area, in a clean, safe, orderly manner, with clear pedestrian areas.
<br />Licensee shall not commit, suffer or permit any waste on the Farmers’ Market Area. At
<br />the end of the market day, Licensee shall remove, or cause to be removed, all produce
<br />and other market products, debris, rubbish, boxes, booths, stands, structures and
<br />materials of any sort resulting from the use of the Farmers’ Market Area and shall leave
<br />the Farmers’ Market Area in a clean, safe condition.
<br />ATTY/AGR.2023.106/Redwood City Downtown Business Group (EPS Fees Audit and Reporting) (Page 5 of 16)
|