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' other structures or improvements permitted hereunder, and shall repair, at its cost, any damage
<br /> to the Winslow Lot caused by such removal. LICENSEE's obligations under this Section shall
<br /> survive any termination of this License.
<br /> 8. Repair of Damaqe. If any portion of the Winslow Lot or any personal property of CITY
<br /> located on or about the Winslow Lot is damaged or threatened by any of the activities
<br /> conducted by LICENSEE or anyone acting by or through LICENSEE hereunder, LICENSEE
<br /> shall immediately, at its sole cost, notify CITY by facsimile or electronic mail of such damage or
<br /> threat. CITY may, but shall not be obligated, to remedy such damage or threat at LICENSEE's
<br /> sole cost, or CITY may elect to witness LICENSEE's repair work. In the event CITY elects not to
<br /> remedy such damage or threat, LICENSEE shall repair any and all such damage and restore
<br /> , the Winslow Lot or property to its previous condition subject to CITY's inspection, review and
<br /> approval. CITY has no responsibility or liability of any kind with respect to any utilities that may
<br /> be on, in or under the Winslow Lot.
<br /> 9. Indemnitv. LICENSEE shall indemnify, defend, reimburse and hold harmless CITY, its
<br /> officers, agents, employees and contractors, and each of them {"Indemnified Parties°), from
<br /> and against any and all demands, claims, legal or administrative proceedings, Iosses, costs,
<br /> penalties, fines, liens, judgments, damages and liabilities of any kind (°Claims"), arising in any
<br /> manner out of (a) any injury to or death of any person or damage to or destruction of any
<br /> ' property occurring in, on or about the Winslow Lot, and relating to any use or activity under this
<br /> Agreement, (b) any failure by LICENSEE to faithfully observe or perform any of the terms,
<br /> covenants or conditions of this License, (c) the use of the Winslow Lot or any activities
<br /> conducted thereon by LICENSEE, its Agents or Invitees, (d) any release or discharge, or
<br /> threatened release or discharge, of any Hazardous:Material caused or allowed by LICENSEE,
<br /> its Agents or Invitees, on, in, under or about the Winslow Lot, any improvements or into the
<br /> environment, (e) any failure by LICENSEE to faithfully observe or perform any terms, covenants
<br /> or conditions of this License, or (fj any injury to or death of any person, or damage to or
<br /> destruction of any property, arising out of use by the general public of any temporary public by-
<br /> pass road on the Winslow Lot; except to the extent of Claims resulting directly from the sole
<br /> negligence or willful misconduct of CITY or CITY's authorized representatives. 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 that
<br /> actually 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 tendered to
<br /> LICENSEE by CITY and continues at all times thereafter. The foregoing indemnity shall include,
<br /> without limitation, reasonable attorneys', experts' and consultants' fees and costs, investigation
<br /> and remediation costs and atl other reasonable costs and expenses incurred by the indemnified
<br /> parties, including, without limitation, damages for decrease in the value of the Winslow Lot and
<br /> claims 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 License Agreement.
<br /> CITY and CITY Indemnified Parties shall have no liability to LICENSEE or any LICENSEE Party
<br /> as the result of damage or loss to property or injury or death to any such person arising on the
<br /> Winslow Lot or out of the Activities conducted on the Winslow Lot, except for damages to
<br /> LICENSEE property caused by the sole negligence or willful misconduct of CITY or CITY's
<br /> authorized representatives. The parties intend that damages and/or costs and all other terms
<br /> implying an amount tied to liability shall not include consequential damages or loss of profits.
<br /> 10. As Is Condition of Winslow LotLDisclaimer of Renresentations. LICENSEE accepts
<br /> the Winslow Lot in its "AS IS" condition, without representation or warranty of any kind by CITY,
<br /> 5
<br /> 2013.118/BLOCK 2 HUNTER STORM
<br /> REV:07-26-13 PT
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