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6.1.A. - Page 10
<br /> responsibility or liability of any kind with respect to any utilities that may be on, in or under the
<br /> License Area.
<br /> 13. No Costs to CITY. COUNTY shall bear all costs or expenses of any kind or nature in
<br /> connection with its use of the License Area, and shall keep the License Area free and clear of
<br /> any liens or claims of lien arising out of or in any way connected with its use of the License
<br /> Area.
<br /> 14. Indemnity. COUNTY shall indemnify, defend, reimburse and hold harmless CITY, its
<br /> officers, agents, employees and contractors, and each of them ("Indemnified Parties"), from
<br /> and against any and all demands, claims, legal or administrative proceedings, losses, costs,
<br /> penalties, fines, liens, judgments, damages and liabilities of any kind (Claims), arising in any
<br /> manner out of (a) any injury to or death of any person or damage to or destruction of any
<br /> property occurring in, on or about the City Property, or any part thereof, whether such injury,
<br /> death, damage or destruction is caused by the person or property of COUNTY, its officers,
<br /> directors, members, employees, agents, consultants, contractors or subcontractors (collectively,
<br /> Agents), its invitees, guests or business visitors (collectively, Invitees), or third persons,
<br /> relating to any use or activity under this License, (b) any failure by COUNTY to faithfully observe
<br /> or perform any of the terms, covenants or conditions of this License, (c) the use of the License
<br /> Area or any activities conducted thereon by COUNTY, its Agents or Invitees, (d) any release or
<br /> discharge, or threatened release or discharge, of any Hazardous Material caused or allowed by
<br /> COUNTY, its Agents or Invitees, on, in, under or about the City Property, any improvements or
<br /> into the environment, or (e) any failure by COUNTY to faithfully observe or perform any terms,
<br /> covenants or conditions of this License; except solely to the extent of Claims resulting directly
<br /> from the sole negligence or willful misconduct of CITY or CITY's authorized representatives. In
<br /> addition to COUNTY's obligation to indemnify CITY, COUNTY specifically acknowledges and
<br /> agrees that it has an immediate and independent obligation to defend the CITY from any claim
<br /> that actually or potentially falls within this indemnity provision even if such allegation is or may
<br /> be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to
<br /> COUNTY by CITY and continues at all times thereafter. The foregoing indemnity shall include,
<br /> without limitation, reasonable attorneys', experts' and consultants' fees and costs, investigation
<br /> and remediation costs and all other reasonable costs and expenses incurred by the indemnified
<br /> parties, including, without limitation, damages for decrease in the value of the City Property and
<br /> claims for damages or decreases in the value of adjoining property. COUNTY's obligations
<br /> under this Section shall survive the expiration or other termination of this License Agreement.
<br /> CITY and CITY Indemnified Parties shall have no liability to COUNTY or any COUNTY Party as
<br /> the result of damage or loss to property or injury or death to any such person arising on the
<br /> License Area or out of the Activities conducted on the License Area, except for damages to
<br /> COUNTY property caused by the sole negligence or willful misconduct of CITY.
<br /> A. The parties intend that damages and/or costs and all other terms implying an
<br /> amount tied to liability shall include consequential damages.
<br /> B. The amount and type of insurance coverage requirements set forth herein will in no
<br /> way be construed as limiting the scope of the indemnity in this Section.
<br /> 15. Waiver of Claims
<br /> A. Neither CITY nor any of its commissions, departments, boards, officers, agents or
<br /> employees shall be liable for any damage to the property of COUNTY, its commissions,
<br /> departments, boards, officers, agents, employees, contractors or subcontractors, or their
<br /> ATTY/AGR/2012.008/COUNTY JAIL CEMEX SITE LICENSE AGREEMENT
<br /> REV:02/01 /12
<br /> Page 7 of 16
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