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manner out of (a) any injury to or death of any person or damage to or destruction of
<br /> any property occurring in, on or about the Farmers' Market Area, or any part thereof ,
<br /> whether such injury, death, damage or destruction is caused by the person or property
<br /> of Licensee, its officers, directors, members, employees, agents, consultants,
<br /> contractors or subcontractors, invitees, guests, or visitors (collectively, "Licensee
<br /> Parties), relating to any use or activity under this Agreement, (b) any failure by Licensee
<br /> to faithfully observe or perform any of the terms, covenants or conditions of this
<br /> Agreement, (c) the use of the Farmers' Market Area or any activities conducted thereon
<br /> by Licensee or Licensee Parties, (d) any release or discharge, or threatened release or
<br /> discharge, of any Hazardous Material caused or allowed by Licensee or Licensee
<br /> Parties, on, in, under or about the the Farmers' Market Area, or into the environment, or
<br /> (e) any failure by Licensee to faithfully observe or perForm any terms, covenants or
<br /> conditions of this Agreement; except solely to the extent of Claims resulting directly from
<br /> the sole negligence or willful misconduct of City or City Parties. In addition to
<br /> Licensee's obligation to indemnify City, Licensee specifically acknowledges and agrees
<br /> 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
<br /> or may be groundless, fraudulent or false, which obligation arises at the time such claim
<br /> is tendered to Licensee by City and continues at all times thereafter. The foregoing
<br /> indemnity shall include, without limitation, reasonable attorneys', experts' and
<br /> consultants' fees and costs, investigation and remediation costs and all other
<br /> reasonable costs and expenses incurred by City and City Parties, including, without
<br /> limitation, damages for decrease in the value of the Farmers' Market Area) and claims
<br /> for damages or decreases in the value of adjoining property. Licensee's obligations
<br /> under this Section shall survive the expiration or other termination of this Agreement.
<br /> Neither City nor City Parties shall have liability to Licensee or Licensee Parties as the
<br /> result of damage or loss to property or injury or death to any such person arising on the
<br /> Farmers' Market Area or out of the farmers' market events conducted on the Farmers'
<br /> Market Area, except for damages to Licensee property caused by the sole negligence
<br /> or willful misconduct of City. The parties intend that damages and/or costs and all other
<br /> terms implying an amount tied to liability shall include consequential damages. The
<br /> amount 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 Farmers' 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 Farmers' Market Area, in a clean, safe, orderly manner, with clear pedestrian areas.
<br /> Licensee shall not commit, suffer or permit any waste on the Farmers' Market Area. At
<br /> the end of the market day, Licensee shall remove, or cause to be removed, all produce
<br /> and other market products, debris, rubbish, boxes, booths, stands, structures and
<br /> ATTYIAGRI'1012.028IFARMERS MARKET LICENSE - ROTARY
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