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times during the term of this License Agreement, except as provided in subsection I I(E)
<br />(Termination).
<br />9. INDEMNIFICATION AND HOLD HARMLESS: The Licensee shall indemnify,
<br />defend, reimburse and hold harmless the City, and each of its councilmembers,
<br />commissioners, officers, employees, representatives, agents, and contractors
<br />("Indemnified Parties"), from and against any and all demands, claims, legal or
<br />administrative proceedings, losses, costs, penalties, fines, liens, judgments, damages and
<br />liabilities of any kind ("Claims"), arising in any manner out of (a) any injury to or death
<br />of any person or damage to or destruction of any property occurring in, on or about the
<br />Licensed Area, or any part thereof, whether such injury, death, damage or destruction is
<br />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
<br />any use or activity under this License Agreement, (b) the use of the Licensed Area or any
<br />activities conducted thereon by the Licensee, its Agents or Invitees, (c) any release or
<br />discharge, or threatened release or discharge, of any Hazardous Material caused or
<br />allowed by the Licensee, its Agents or Invitees, on, in, under or about the Licensed Area,
<br />any improvements or into the environment, or (d) any failure by the Licensee to faithfully
<br />observe or perform any terms, covenants or conditions of this License Agreement; except
<br />solely to the extent of Claims resulting directly from the gross negligence or willful
<br />misconduct of Indemnified Parties. In addition to the Licensee's obligation to indemnify
<br />the Indemnified Parties, the Licensee specifically acknowledges and agrees that it has an
<br />immediate and independent obligation to defend the Indemnified Parties from any claim
<br />that actually or potentially falls within this indemnity provision even if such allegation is
<br />or may be groundless, fraudulent or false, which obligation arises at the time such claim
<br />is tendered to the Licensee by any of the Indemnified Parties and continues at all times
<br />thereafter. The foregoing indemnity shall include, without limitation, reasonable
<br />attorneys', experts' and consultants' fees and costs, investigation and remediation costs
<br />and all other reasonable costs and expenses incurred by the Indemnified Parties. The
<br />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
<br />Licensee or any of the Licensee's Agents or Invitees as the result of damage or loss to
<br />property or injury or death to any such person arising on the Licensed Area or out of the
<br />Licensee's use of the Licensed Area, except the City shall be liable for damages to the
<br />Licensee's property caused by the sole negligence or willful misconduct of the City.
<br />A. GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: Coverages
<br />and Limits. During the term of this License Agreement, the Licensee shall maintain the
<br />types of coverages and minimum limits indicated below. These minimum amounts of
<br />coverage will not constitute any limitation on Licensee's indemnification obligations
<br />under this License Agreement.
<br />REV: 01-16-26 VR
<br />(i) Commercial General Liability Insurance. Commercial General Liability
<br />insurance written on a form that provides coverage at least as broad as form ISO
<br />CG 00 01 covering the insured with a duty to defend against claims of bodily
<br />ATTY/AGR.2026.008/TW Bay Inc. (2644 Broadway) (Page 5 of 32)
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