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<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 Sublicense Area or property to its previous condition subject to CITY's inspection, review
<br /> and approval. CITY has no responsibility or liability of any kind with respect to any utilities that
<br /> may be on, in or under the Sublicense Area.
<br /> 12. 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, losses, 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 Sublicense Area, or any part thereof, whether such injury,
<br /> death, damage or destruction is caused by the person or property of LICENSEE, its officers,
<br /> directors, members, employees, agents, consultants, contractors or subcontractors (collectively,
<br /> "Agents"), its invitees, guests or business visitors (collectively, "Invitees"), or third persons,
<br /> relating to any use or activity under this License, (b) any failure by LICENSEE to faithfully
<br /> observe or perForm any of the terms, covenants or conditions of this License, (c) the use of the
<br /> Sublicense Area or any activities conducted thereon by LICENSEE, its Agents or Invitees, (d)
<br /> any release or discharge, or threatened release or discharge, of any Hazardous Material caused
<br /> or allowed by LICENSEE, its Agents or Invitees, on, in, under or about the Sublicense Area, any
<br /> improvements or into the environment, or (e) any failure by LICENSEE to faithfully observe or
<br /> pertorm any terms, covenants or conditions of this License; except solely to the extent of Claims
<br /> resulting directly from the sole negligence or willful misconduct of CITY or CITY's authorized
<br /> representatives. In addition to LICENSEE's obligation to indemnify CITY, LICENSEE specifically
<br /> acknowledges and agrees that it has an immediate and independent obligation to defend the
<br /> CITY from any claim that actually or potentially falls within this indemnity provision even if such
<br /> allegation is or may be groundless, fraudulent or false, which obligation arises at the time such
<br /> claim is tendered to LICENSEE by CITY and continues at all times thereafter. The foregoing
<br /> indemnity shall include, without limitation, reasonable attorneys', experts' and consultants' fees
<br /> and costs, investigation and remediation costs and all other reasonable costs and expenses
<br /> incurred by the indemnified parties, including, without limitation, damages for decrease in the
<br /> value of the Sublicense Area and claims for damages or decreases in the value of adjoining
<br /> property. LICENSEE's obligations under this Section shall survive the expiration or other
<br /> termination of this License Agreement. CITY and CITY Indemnified Parties shall have no
<br /> liability to LICENSEE or any LICENSEE Party as the result of damage or loss to property or
<br /> injury or death to any such person arising on the Sublicense Area or out of the Activities
<br /> conducted on the Sublicense Area, except for damages to LICENSEE property caused by the
<br /> sole negligence or willful misconduct of CITY. The parties intend that damages and/or costs and
<br /> all other terms implying an amount tied to liability shall include consequential damages.
<br /> 13. As Is Condition of Sublicense Area• Disclaimer of Rearesentations. LICENSEE
<br /> accepts the Sublicense Area in its "AS IS" condition, without representation or warranty of any
<br /> kind by CITY, its officers, agents or employees, and subject to all applicable laws, rules and
<br /> ordinances governing the use of the Sublicense Area. Without limiting the foregoing, this
<br /> License is made subject to any and all existing and future covenants, conditions, restrictions,
<br /> easements, encumbrances and other title matters affecting the Sublicense Area, whether
<br /> foreseen or unforeseen, and whether such matters are of record or would be disclosed by an
<br /> accurate inspection or survey.
<br /> ATTY/AGR/2013.107DOCKTOWN YACHT CLUB SUBLICENSE AGREEMENT
<br /> REV:08-21-13 VR
<br /> Page 6 of 12
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