Agmt24 Marafuku (865 Middlefield)

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Agents or Invitees, on, in, under or about the Licensed Area, any improvements or into the environment, or (d) any failure by the Licensee to faithfully observe or perform any terms, covenants or conditions of this License Agreement; except solely to the extent of Claims resulting directly from the gross negligence or willful misconduct of Indemnified Parties. In addition to the Licensee's obligation to indemnify the Indemnified Parties, the Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the Indemnified Parties 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 the Licensee by any of the Indemnified Parties and continues at all times thereafter. 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 the Indemnified Parties. The Licensee's obligations under this Section shall survive the expiration or earlier termination of this License Agreement. Indemnified Parties shall have no liability to the Licensee or any of the Licensee's Agents or Invitees as the result of damage or loss to property or injury or death to any such person arising on the Licensed Area or out of the Licensee's use of the Licensed Area, except the City shall be liable for damages to the Licensee's property caused by the sole negligence or willful misconduct of the City. 10. GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: A. Coverages and Limits. During the term of this License Agreement, the Licensee shall maintain the types of coverages and minimum limits indicated below. These minimum amounts of coverage will not constitute any limitation on Licensee's indemnification obligations under this License Agreement. (i) Commercial General Liability Insurance. Commercial General Liability insurance written on a form that provides coverage at least as broad as form ISO CG 00 01 covering the insured with a duty to defend against claims of bodily injury, personal injury and property damage arising out of the Licensee's use of the Licensed Area (which shall include the use described in Section 5 above), assumed liabilities, or use of the Licensed Area, including contractual liability coverage for the performance by the Licensee of the indemnity agreements set forth in this License Agreement, and coverage for damage to the Licensed Area (including all improvements in the Licensee's care, custody, or control), for limits of liability not less than: Bodily Injury, Personal Injury and Property Damage: $1,000,000 each occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Outdoor Business Activity and Licensed Area, or the general aggregate limit shall be twice the required occurrence limit. The General Liability insurance policy shall be endorsed to name the City, its Council, its officers, agents, employees and volunteers as additional insureds for ongoing and completed operations, and to state that the insurance will be primary and not contribute with any insurance or self-insurance maintained by the City. The Licensee shall submit to the City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers. The Licensee agrees to obtain this endorsement and this provision applies whether or not the City has received a waiver of subrogation endorsement. REV: 09-06-24 VR ATTY/AGR.2024.155/EK Food Services Inc (865 Middlefield Rd) (Page 5 of 25)