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use of the License Area or any activities conducted on the License Area by Licensee, its Agents,
<br />or Invitees, (d) any release or discharge, or threatened release or discharge, of any Hazardous
<br />Material caused or allowed by Licensee, its Agents, or Invitees, on, in, under, or about the License
<br />Area, any improvements or into the environment, or (e) any failure by Licensee to faithfully
<br />observe or perform any terms, covenants, or conditions of the Recorded Documents to the extent
<br />that the terms, covenants, or conditions relate to or are triggered by the work to be performed or
<br />Facilities or other Licensee improvements or alterations on the License Area; except solely to the
<br />extent of Claims resulting directly from the willful misconduct of City or City's authorized
<br />representatives. In addition to Licensee's obligation to indemnify City, Licensee has an immediate
<br />and independent obligation to defend City from any claim that actually or potentially falls within
<br />this indemnity provision even if the allegation is or may be groundless, fraudulent, or false, which
<br />obligation arises at the time the claim is tendered to Licensee by City and continues at all times
<br />thereafter. The foregoing indemnity will include reasonable attorneys', experts', and consultants'
<br />fees and costs, investigation and remediation costs, and all other reasonable costs and expenses
<br />incurred by the indemnified parties, including damages for decrease in the value of the License
<br />Area and claims for damages or decreases in the value of adjoining property. Licensee's
<br />obligations under this Section will survive the expiration or other termination of this License.
<br />20. Waiver of Claims.
<br />(a) Neither City nor any of its commissions, departments, boards, officers, agents, or
<br />employees will be liable for any damage to the property of Licensee, its officers, agents,
<br />employees, contractors, or subcontractors, or their employees, or for any bodily injury or death to
<br />these persons, resulting or arising from the condition of the License Area or its use by Licensee,
<br />or Licensee's Agents or Invitees.
<br />(b) Because this License is freely revocable by City, Licensee expressly assumes the
<br />risk of malting any expenditure in connection with this License, even if the expenditures are
<br />substantial. Without limiting any indemnification obligations of Licensee or other waivers
<br />contained in this License and as a material part of the consideration for this License, Licensee fully
<br />RELEASES, WAIVES, AND DISCHARGES forever all claims, demands, rights, and causes of
<br />action against, and covenants not to sue, City, its departments, commissions, officers, directors,
<br />and employees, and all persons acting by, through, or under each of them, under any present or
<br />future Laws, including any claim for inverse condemnation or the payment of just compensation
<br />under law or equity, if City exercises its right to revoke or terminate this License.
<br />(c) Licensee acknowledges that it will not be a displaced person at the time this License
<br />is terminated or revoked or expires by its own terms, and Licensee fully RELEASES, WAIVES,
<br />AND DISCHARGES forever all claims, demands, rights, and causes of action against, and
<br />covenants not to sue, City, its departments, commissions, officers, directors, and employees, and
<br />all persons acting by, through, or under each of them, under any present or future Laws, including
<br />all claims for relocation benefits or assistance from City under federal and state relocation
<br />assistance laws.
<br />(d) The fees payable pursuant to this License do not take into account any potential
<br />City liability for any consequential or incidental damages including lost profits and arising out of
<br />disruption to or any Facilities or other Licensee improvements or alterations on the License Area;
<br />or Licensee's uses of the License Area permitted by this License. City would not be willing to
<br />grant this License in the absence of a waiver of liability for consequential or incidental damages
<br />16 Rev. March 2025
<br />ATTY/AGR.2025.182/San Francisco Public Utilities Commission (Revocable License) (REV: 07-22-25 VR) (Page 16 of 34)
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