|
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, defend,
<br />reimburse and hold harmless the City, and each of its councilmembers, commissioners, officers,
<br />employees, representatives, agents, and contractors ("Indemnified Parties"), from and against
<br />any and all demands, claims, legal or administrative proceedings, losses, costs, penalties, fines,
<br />liens, judgments, damages and liabilities of any kind ("Claims"), arising in any manner out of (a)
<br />any injury to or death of any person or damage to or destruction of any property occurring in, on
<br />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 />10. GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE:
<br />A. Coverages and Limits. During the term of this License Agreement, the Licensee
<br />shall maintain the types of coverages and minimum limits indicated below. These
<br />minimum amounts of coverage will not constitute any limitation on Licensee's
<br />indemnification obligations under this License Agreement.
<br />REV: 02-04-26 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 />injury, personal injury and property damage arising out of the Licensee's use of
<br />ATTY/AGR.2026.027/Azasa Inc. (875 Middlefield Rd) (Page 5 of 51)
<br />
|