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Site, whether such injury, death, damage or destruction is caused by the person or
<br /> property of Licensee, its o�cers, 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 Site or any activities conducted thereon by Licensee or
<br /> Licensee Parties, (d) any release or discharge, or threatened release or discharge, of
<br /> any Hazardous Material caused or allowed by Licensee or Licensee Parties, on, in,
<br /> under or about the City Property, including the Site, or into the environment, or (e) any
<br /> failure by Licensee to faithfully observe or perform any terms, covenants or conditions of
<br /> this Agreement; except solely to the extent of Claims resulting directly from the sole
<br /> negligence or willful misconduct of City or City Parties. In addition to Licensee's
<br /> obligation to indemnify City, Licensee specifically acknowledges and agrees that it has
<br /> an immediate and independent obligation to defend the City from any claim that actually
<br /> or potentially falls within this indemnity provision even if such allegation is or may be
<br /> groundless, fraudulent or false, which obligation arises at the time such claim is
<br /> 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 vatue of the City Property (including the Site)
<br /> and claims for damages or decreases in the value of adjoining property. Licensee's
<br /> obligations under this Section shall survive the expiration or other termination of this
<br /> Agreement. Neither City nor City Parties shall have liabili#y to Licensee or Licensee
<br /> Parties as the result of damage or loss to property or injury or death to any such person
<br /> arising on the Site or out of the Licensee's activities or actions conducted on the Site,
<br /> except for damages to the Site caused by the sole negiigence or willful misconduct of
<br /> City. The parties intend that damages and/or costs and all other terms implying an
<br /> amount tied to liability shall include consequential damages. The amount and type of
<br /> insurance coverage requirements set forth herein will in no way be construed as limiting
<br /> the scope of the indemnity in this Section.
<br /> 15. Alterations. Licensee shall make no alterations, additions or improvements to
<br /> the Site or any part thereof without prior written approval of City.
<br /> 16. Maintenance of Premises. Licensee shall keep and maintain the City
<br /> Property and the Site free and clear of any and all trash, refuse, garbage, debris or litter
<br /> arising from or incidental to its use of the Site. Licensee shall keep and maintain the
<br /> City Property, including the Site, in a clean, safe, orderly manner. Licensee shall not
<br /> commit, suffer or permit any waste on the City Property, including the Site.
<br /> 17. Termination; Suspension. This Agreement may be terminated and the
<br /> license revoked by the City Manager or Licensee for convenience and with or without
<br /> cause upon sixty (60) days advance written notice to the other party. Notwithstanding
<br /> the foregoing to the contrary, City may, in the sole and absolute discretion of the City
<br /> Manager, terminate or suspend this Agreement on shorter notice as follows:
<br /> ATTY/AGRl2013.024/BAAQMD REVOCABLE LICENSE AGREEMENT
<br /> REV:02-25-13 MLG
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