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repair, at its cost, any damage to the License Area caused by such removal. COUNTY's
<br /> obligations under this Section shall survive any termination of this Agreement.
<br /> 12. Repair of Damaqe. If any portion of the License Area or any personal property of
<br /> CITY located on or about the License Area is damaged or threatened by any of the
<br /> Activities conducted by COUNTY or anyone acting by or through COUNTY hereunder,
<br /> COUNTY shall immediately, at its sole cost, notify CITY by facsimile or electronic mail
<br /> of such damage or threat. CITY may, but shall not be obligated, to remedy such
<br /> damage or threat at COUNTY's sole cost, or CITY may elect to witness COUNTY's
<br /> repair work. In the event CITY elects not to remedy such damage or threat, COUNTY
<br /> shall repair any and all such damage and restore the License Area or property to its
<br /> previous condition subject to CITY's inspection, review and approval. CITY has no
<br /> responsibility or liability of any kind with respect to any utilities that may be on, in or
<br /> under the License Area.
<br /> 13. No Costs to CITY. COUNTY shall bear all costs or expenses of any kind or
<br /> nature in connection with its use of the License Area, and shall keep the License Area
<br /> free and clear of any liens or claims of lien arising out of or in any way connected with
<br /> its use of the License Area.
<br /> 14. Indemnitv.
<br /> A. COUNTY shall indemnify, defend, reimburse and hold harmless CITY, its
<br /> officers, agents, employees and contractors, and each of them ("Indemnified
<br /> Parties"), from and against any and all demands, claims, legal or administrative
<br /> proceedings, losses, costs, penalties, fines, liens, judgments, damages and
<br /> 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
<br /> or about the License Area, or any part thereof, whether such injury, death,
<br /> damage or destruction is caused by the person or property of COUNTY, its
<br /> officers, directors, members, employees, agents, consultants, contractors or
<br /> subcontractors (collectively, "Agents"), its invitees, guests or business visitors
<br /> (collectively, "Invitees"), or third persons, relating to any use or activity under this
<br /> Agreement, (b) any failure by COUNTY to faithfully observe or perform any of the
<br /> terms, covenants or conditions of this Agreement, (c) the use of the License Area
<br /> or any activities conducted thereon by COUNTY, its Agents or Invitees, (d) any
<br /> release or discharge, or threatened release or discharge, of any Hazardous
<br /> Material caused or allowed by COUNTY, its Agents or Invitees, on, in, under or
<br /> about the License Area, any improvements or into the environment, or (e) any
<br /> failure by COUNTY to faithfully observe or perform any terms, covenants or
<br /> conditions of this Agreement; except solely to the extent of Claims resulting
<br /> directly from the sole negligence or willful misconduct of CITY or CITY's
<br /> authorized representatives. In addition to COUNTY's obligation to indemnify
<br /> CITY, COUNTY specifically acknowledges and agrees that it has an immediate
<br /> and independent obligation to defend the CITY from any claim that actually or
<br /> potentially falls within this indemnity provision even if such allegation is or may be
<br /> ATTY/AGR/2012.156/COUNTY JAIL MAPLE STREET PARKING STRIP LICENSE AGREEMENT
<br /> REV:09-24-12 VR
<br /> Page 7 of 17
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