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REV: 11-28-23 VR
<br />11.Indemnity. LICENSEE shall indemnify, defend, reimburse and hold harmless
<br />CITY, its officers, agents, employees and contractors, and each of them (“Indemnified
<br />Parties”), from and against any and all demands, claims, legal or administrative
<br />proceedings, losses, costs, penalties, fines, liens, judgments, damages and liabilities of
<br />any kind (“Claims”), arising in any manner out of (a) any injury to or death of any person
<br />or damage to or destruction of any property occurring in, on or about the City Property,
<br />or any part thereof, whether such injury, death, damage or destruction is caused by the
<br />person or property of LICENSEE, its officers, directors, members, employees, agents,
<br />consultants, contractors or subcontractors (collectively, “Agents”), its invitees, guests or
<br />business visitors (collectively, “Invitees”), or third persons, relating to any use or activity
<br />under this License, (b) any failure by LICENSEE to faithfully observe or perform any of
<br />the terms, covenants or conditions of this License, (c) the use of the City Property or
<br />any activities conducted thereon by LICENSEE, its Agents or Invitees, (d) any release
<br />or discharge, or threatened release or discharge, of any Hazardous Material caused or
<br />allowed by LICENSEE, its Agents or Invitees, on, in, under or about the City Property,
<br />any improvements or into the environment, or (e) any failure by LICENSEE to faithfully
<br />observe or perform any terms, covenants or conditions of this License; except solely to
<br />the extent of Claims resulting directly from the gross negligence or willful misconduct of
<br />Indemnified Parties. In addition to LICENSEE's obligation to indemnify CITY,
<br />LICENSEE specifically acknowledges and agrees that it has an immediate and
<br />independent obligation to defend the CITY from any claim that actually or potentially
<br />falls within this indemnity provision even if such allegation is or may be groundless,
<br />fraudulent or false, which obligation arises at the time such claim is tendered to
<br />LICENSEE by CITY and continues at all times thereafter. The foregoing indemnity shall
<br />include, without limitation, reasonable attorneys', experts’ and consultants' fees and
<br />costs, investigation and remediation costs and all other reasonable costs and expenses
<br />incurred by the Indemnified Parties. LICENSEE's obligations under this Section shall
<br />survive the expiration or other termination of this License Agreement. CITY and CITY
<br />Indemnified Parties shall have no liability to LICENSEE or any LICENSEE Party as the
<br />result of damage or loss to property or injury or death to any such person arising on the
<br />City Property or out of the Activities conducted on the City Property, except for damages
<br />to LICENSEE property caused by the sole negligence or willful misconduct of CITY.
<br />12.As Is Condition of City Property; Disclaimer of Representations. LICENSEE
<br />accepts the City Property in its “AS IS” condition, without representation or warranty of
<br />any kind by CITY, its officers, agents or employees, and subject to all applicable laws,
<br />rules and ordinances governing the use of the City Property. Without limiting the
<br />foregoing, this License is made subject to any and all existing and future covenants,
<br />conditions, restrictions, easements, encumbrances and other title matters affecting the
<br />City Property, whether foreseen or unforeseen, and whether such matters are of record
<br />or would be disclosed by an accurate inspection or survey.
<br />13.No Assignment. This Use Agreement and License is personal to LICENSEE
<br />and shall not be assigned, conveyed or otherwise transferred by LICENSEE under any
<br />circumstances. Any attempt to assign, convey or otherwise transfer this License shall be
<br />null and void and cause the immediate termination and revocation of this License.
<br />ATTY/AGR.2023.289/Carlsen Motor Cars (1402 Maple License Agreement) (Page 6 of 14)
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