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BIAC or anyone acting by or through BIAC hereunder, BIAC shall immediately, at its sole cost,
<br /> notify City by facsimile of such damage or threat. City may, but shall not be obligated, to remedy
<br /> such damage or threat at BIAC's sole cost, or City may elect to witness BIAC's repair work. In
<br /> the event City elects not to remedy such damage or threat, BIAC shall repair any and all such
<br /> damage and restore the Property or property to its previous condition subject to City's
<br /> inspection, review and approval. City has no responsibility or liability of any kind with respect to
<br /> any utilities that may be on, in or under the Property.
<br /> 13. No Costs to City. BIAC shall bear all costs or expenses of any kind or nature in
<br /> connection with its use of the Property, and shall keep the Property free and clear of any liens or
<br /> claims of lien arising out of or in any way connected with its use of the Property.
<br /> 14. Indemnity. BIAC shall indemnify, defend, reimburse and hold harmless City, its officers,
<br /> agents, employees and contractors, and each of them, from and against any and all demands,
<br /> claims, legal or administrative proceedings, losses, costs, penalties, fines, liens, judgments,
<br /> damages 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 about the
<br /> Property, or any part thereof, whether such injury, death, damage or destruction is caused by
<br /> the person or property of BIAC, its officers, directors, members, employees, agents,
<br /> consultants, contractors or subcontractors (collectively, "Agents"), its invitees, guests or
<br /> business visitors (collectively, "Invitees"), or third persons, relating to any use or activity under
<br /> this License, (b) any failure by BIAC to faithfully observe or perform any of the terms, covenants
<br /> or conditions of this License, (c) the use of the Property or any activities conducted thereon by
<br /> BIAC, its Agents or Invitees, (d) any release or discharge, or threatened release or discharge, of
<br /> any Hazardous Material caused or allowed by BIAC, its Agents or Invitees, on, in, under or
<br /> about the Property, any improvements or into the environment, or (e) any failure by BIAC to
<br /> faithfully observe or perform any terms, covenants or conditions of this License; except solely to
<br /> the extent of Claims resulting directly from the sole negligence or willful misconduct of City or
<br /> City's authorized representatives. In addition to BIAC's obligation to indemnify City, BIAC
<br /> specifically acknowledges and agrees that it has an immediate and independent obligation to
<br /> defend the City from any claim that actually or potentially falls within this indemnity provision
<br /> even if such allegation is or may be groundless, fraudulent or false, which obligation arises at
<br /> the time such claim is tendered to BIAC by City 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 reasonable costs
<br /> and expenses incurred by the indemnified parties, including, without limitation, damages for
<br /> decrease in the value of the Property and claims for damages or decreases in the value of
<br /> adjoining property. BIAC's obligations under this Section shall survive the expiration or other
<br /> termination of this License. The City and CITY Indemnified Parties shall have no liability to
<br /> BIAC or any BIAC Party as the result of damage or loss to property or injury or death to any
<br /> such person arising on the Property or out of the Activities conducted on the Property, except
<br /> for damages to BIAC 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 /> ATTYIAGR/2012.005JBIAC USE AGREEMENT(APN 052-398-00)
<br /> REV:01117/12
<br /> Page 7 of 31
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