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approved in advance by the City, and in compliance with City Code Chapter 29 and any other
<br />applicable governmental laws, rules and regulations.
<br />C. All contractors engaged by the Licensee to perform any such work must
<br />be duly licensed and approved in advance by the City, which approval will not be unreasonably
<br />withheld, and must provide such bonds and insurance as is reasonably acceptable to the City,
<br />including, without limitation, comprehensive general liability insurance. The Licensee agrees to
<br />pay for all such work and agrees not to permit any liens, claims or encumbrances to be placed
<br />against the City's title to the Licensed Area as a result of such work. The Licensee also agrees
<br />that upon completion of such work the Licensed Area and the Improvements thereon will be free
<br />from all liens, claims and encumbrances relating to such work. Title to any Improvements shall
<br />remain with the Licensee at all times during the term of this License Agreement, except as
<br />provided in subsection 12(E) (Termination).
<br />10. INDEMNIFICATION AND HOLD HARMLESS: The Licensee shall indemnify,
<br />defend, reimburse and hold harmless the City, and each of its councilmembers, commissioners,
<br />officers, employees, representatives, agents, and contractors ("Indemnified Parties"), from and
<br />against any and all demands, claims, legal or administrative proceedings, losses, costs, penalties,
<br />fines, liens, judgments, damages and liabilities of any kind ("Claims"), arising in any manner out
<br />of (a) any injury to or death of any person or damage to or destruction of any property occurring
<br />in, on or about the Licensed Area, or any part thereof, whether such injury, death, damage or
<br />destruction is caused by the person or property of the Licensee, its officers, directors, members,
<br />employees, agents, consultants, contractors or subcontractors (collectively, "Agents"), its
<br />invitees, guests or business visitors (collectively, "Invitees"), or third persons, relating to any use
<br />or activity under this License Agreement, (b) the use of the Licensed Area or any activities
<br />conducted thereon by the Licensee, its Agents or Invitees, (c) any release or discharge, or
<br />threatened release or discharge, of any Hazardous Material caused or allowed by the Licensee, its
<br />Agents or Invitees, on, in, under or about the Licensed Area, any improvements or into the
<br />environment, or (d) any failure by the Licensee to faithfully observe or perform any terms,
<br />covenants or conditions of this License Agreement; except solely to the extent of Claims
<br />resulting directly from the gross negligence or willful misconduct of Indemnified Parties. In
<br />addition to the Licensee's obligation to indemnify the Indemnified Parties, the Licensee
<br />specifically acknowledges and agrees that it has an immediate and independent obligation to
<br />defend the Indemnified Parties from any claim that actually or potentially falls within this
<br />indemnity provision even if such allegation is or may be groundless, fraudulent or false, which
<br />obligation arises at the time such claim is tendered to the Licensee by any of the Indemnified
<br />Parties and continues at all times thereafter. The foregoing indemnity shall include, without
<br />limitation, reasonable attorneys', experts' and consultants' fees and costs, investigation and
<br />remediation costs and all other reasonable costs and expenses incurred by the Indemnified
<br />Parties. The Licensee's obligations under this Section shall survive the expiration or earlier
<br />termination of this License Agreement. Indemnified Parties shall have no liability to the Licensee
<br />or any of the Licensee's Agents or Invitees as the result of damage or loss to property or injury
<br />or death to any such person arising on the Licensed Area or out of the Licensee's use of the
<br />Licensed Area, except the City shall be liable for damages to the Licensee's property caused by
<br />the sole negligence or willful misconduct of the City.
<br />REV: 10-16-24 JB
<br />ATTY/AGR.2024.192/Limon (885 Middlefield Rd) (Page 5 of 33)
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