Agmt12 West Coast Farmers Market Association

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by Licensee to faithfully observe or perform any of the terms, covenants or conditions of this Agreement, (c) the use of the Farmers' Market Area or any activities conducted thereon by Licensee or Licensee Parties, (d) any release or discharge, or threatened release or discharge, of any Hazardous Material caused or allowed by Licensee or Licensee Parties, on, in, under or about the City Property, including the Farmers' Market Area, or into the environment, or (e) any failure by Licensee to faithfully observe or perform any terms, covenants or conditions of this Agreement; except solely to the extent of Claims resulting directly from the sole negligence or willful misconduct of City or City Parties. In addition to Licensee's obligation to indemnify City, Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City from any claim that actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to Licensee by City and continues at all times thereafter. The foregoing indemnity shall include, without limitation, reasonable attorneys', experts' and consultants' fees and costs, investigation and remediation costs and all other reasonable costs and expenses incurred by City and City Parties, including, without limitation, damages for decrease in the value of the City Property (including the Farmers' Market Area) and claims for damages or decreases in the value of adjoining property. Licensee's obligations under this Section shall survive the expiration or other termination of this Agreement. Neithe.r City nor City Parties shall have liability to Licensee or Licensee Parties as the result of damage or loss to property or injury or death to any such person arising on the Farmers' Market Area or out of the farmers' market events conducted on the Farmers' Market Area, except for damages to Licensee property caused by the sole negligence or willful misconduct of City. The parties intend that damages and/or costs and all other terms implying an amount tied to liability shall include consequential damages. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this Section. 11. Alterations. Licensee shall make no alterations, additions or improvements to the Farmers' Market Area or any part thereof without prior written approval of City. No stakes or other equipment shall be attached to the City Property, including the Farmers' Market Area. 12. Maintenance of Premises. Licensee shall keep and maintain the City Property free and clear of any and all trash, refuse, garbage, debris or litter arising from or incidental to its use of the Farmers' Market Area. Licensee shall keep and maintain the City Property, including the Farmers' Market Area, in a clean, safe, orderly manner, with clear pedestrian areas. Licensee shall not commit, suffer or permit any waste on the City Property, including the Farmers' Market Area. At the end of the market day, Licensee shall remove, or cause to be removed, all produce and other market products, debris, rubbish, boxes, booths, stands, structures and materials of any sort resulting from the use of the Farmers' Market Area and shall leave the City Property, including the Farmers' Market Area in a clean, safe condition. ATTY/AGR/2012.077/FARMERS MARKET REVOCABLE LICENSE AGREEMENT REV:O6-22-12 VR Page 5 of 14