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6. 1. D. - Page 8
<br />the person or property of Licensee, its officers, directors, members, employees, agents,
<br />consultants, contractors or subcontractors, invitees, guests, or visitors (collectively,
<br />"Licensee Parties), relating to any use or activity under this Agreement, (b) any failure
<br />by Licensee to faithfully observe or perform any of the terms, covenants or conditions of
<br />this Agreement, (c) the use of the Farmers' Market Area or any activities conducted
<br />thereon by Licensee or Licensee Parties, (d) any release or discharge, or threatened
<br />release or discharge, of any Hazardous Material caused or allowed by Licensee or
<br />Licensee Parties, on, in, under or about the City Property, including the Farmers' Market
<br />Area, or into the environment, or (e) any failure by Licensee to faithfully observe or
<br />perform any terms, covenants or conditions of this Agreement; except solely to the
<br />extent of Claims resulting directly from the sole negligence or willful misconduct of City
<br />or City Parties. In addition to Licensee's obligation to indemnify City, Licensee
<br />specifically acknowledges and agrees that it has an immediate and independent
<br />obligation to defend the City 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,
<br />which obligation arises at the time such claim is tendered to Licensee by City and
<br />continues at all times thereafter. The foregoing indemnity shall include, without
<br />limitation, reasonable attorneys', experts' and consultants' fees and costs, investigation
<br />and remediation costs and all other reasonable costs and expenses incurred by City
<br />and City Parties, including, without limitation, damages for decrease in the value of the
<br />City Property (including the Farmers' Market Area) and claims for damages or
<br />decreases in the value of adjoining property. Licensee's obligations under this Section
<br />shall survive the expiration or other termination of this Agreement. Neither City nor City
<br />Parties shall have liability to Licensee or Licensee Parties as the result of damage or
<br />loss to property or injury or death to any such person arising on the Farmers' Market
<br />Area or out of the farmers' market events conducted on the Farmers' Market Area,
<br />except for damages to Licensee property caused by the sole negligence or willful
<br />misconduct of City. The parties intend that damages and /or costs and all other terms
<br />implying an amount tied to liability shall include consequential damages. The amount
<br />and type of insurance coverage requirements set forth herein will in no way be
<br />construed as limiting the scope of the indemnity in this Section.
<br />11. Alterations Licensee shall make no alterations, additions or improvements to
<br />the Farmers' Market Area or any part thereof without prior written approval of City. No
<br />stakes or other equipment shall be attached to the City Property, including the Farmers'
<br />Market Area.
<br />12. Maintenance of Premises Licensee shall keep and maintain the City
<br />Property free and clear of any and all trash, refuse, garbage, debris or litter arising from
<br />or incidental to its use of the Farmers' Market Area. Licensee shall keep and maintain
<br />the City Property, including the Farmers' Market Area, in a clean, safe, orderly manner,
<br />with clear pedestrian areas. Licensee shall not commit, suffer or permit any waste on
<br />the City Property, including the Farmers' Market Area. At the end of the market day,
<br />Licensee shall remove, or cause to be removed, all produce and other market products,
<br />debris, rubbish, boxes, booths, stands, structures and materials of any sort resulting
<br />ATTY /AGR /2012.029 /FARMERS MARKET LICENSE - KIWANIS
<br />REV:03 -15 -12
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