|
REV: 03-19-25 JB
<br />shall repair, at its cost, any damage to the City Property caused by such removal.
<br />LICENSEE's obligations under this Section shall survive any termination of this License.
<br />11.Repair of Damage. If any portion of the City Property or any personal property
<br />of CITY located on or about the City Property is damaged or threatened by any of the
<br />activities conducted by LICENSEE or anyone acting by or through LICENSEE
<br />hereunder, LICENSEE shall immediately, at its sole cost, notify CITY by facsimile or
<br />electronic mail of such damage or threat. CITY may, but shall not be obligated, to
<br />remedy such damage or threat at LICENSEE’s sole cost, or CITY may elect to witness
<br />LICENSEE’s repair work. In the event CITY elects not to remedy such damage or
<br />threat, LICENSEE shall repair any and all such damage and restore the City Property or
<br />property to its previous condition subject to CITY’s inspection, review and approval.
<br />CITY has no responsibility or liability of any kind with respect to any utilities that may be
<br />on, in or under the City Property. Subgrade repairs will be at CITY’S sole cost.
<br />12.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 />ATTY/AGR.2025.048/Towne Motor Company (License Agreement 1402 Maple Street) (Page 6 of 15)
|