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B. The Licensee agrees that any and all work in the Licensed Area will be
<br />performed in a good and workmanlike manner, pursuant to plans and
<br />specifications reasonably approved in advance by the City, and in compliance
<br />with City Code Chapter 29 and any other applicable governmental laws, rules
<br />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
<br />unreasonably withheld, and must provide such bonds and insurance as is
<br />reasonably acceptable to the City, including, without limitation, comprehensive
<br />general liability insurance. The Licensee agrees to pay for all such work and
<br />agrees not to permit any liens, claims or encumbrances to be placed against the
<br />City's title to the Licensed Area as a result of such work. The Licensee also
<br />agrees that upon completion of such work the Licensed Area and the
<br />Improvements thereon will be free from all liens, claims and encumbrances
<br />relating to such work. Title to any Improvements shall remain with the Licensee
<br />at all times during the term of this License Agreement, except as provided in
<br />subsection 11(E) (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
<br />and liabilities of any kind ("Claims"), arising in any manner out of (a) any injury to or
<br />death of any person or damage to or destruction of any property occurring in, on or
<br />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,
<br />members, employees, agents, consultants, contractors or subcontractors (collectively,
<br />"Agents"), its invitees, guests or business visitors (collectively, "Invitees"), or third
<br />persons, relating to any use or activity under this License Agreement, (b) the use of the
<br />Licensed Area or any activities conducted thereon by the Licensee, its Agents or
<br />Invitees, (c) any release or discharge, or threatened release or discharge, of any
<br />Hazardous Material caused or allowed by the Licensee, its Agents or Invitees, on, in,
<br />under or about the Licensed Area, any improvements or into the environment, or (d) any
<br />failure by the Licensee to faithfully observe or perform any terms, covenants or
<br />conditions of this License Agreement; except solely to the extent of Claims resulting
<br />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
<br />obligation to defend the Indemnified Parties 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 the
<br />Licensee by any of the Indemnified Parties and continues at all times thereafter. The
<br />foregoing indemnity shall include, without limitation, reasonable attorneys', experts' and
<br />consultants' fees and costs, investigation and remediation costs and all other
<br />REV: 05-07-26 VR
<br />ATTY/AGR.2026.121 /Tong Sui (2400 Broadway - Tong Sui) (Page 5 of 29)
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