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City of San Leandro – Prop SF Non-Exclusive License Agreement Page 5 of 14
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<br />passengers or to any other person which may be caused by any cause whatsoever, including,
<br />but not limited to: the presence of any hazardous wastes, substances or materials as those terms
<br />may be defined by any law, ordinance and/or regulation of any regulatory agency with
<br />jurisdiction, at and surrounding the Shoreline Property; the effects of any geotechnical, soils,
<br />drainage, flooding, subsidence, erosion, stormwater, earthquake, fault rupture, ground shaking,
<br />liquefaction, seiche, tsunami, unstable soils, expansive soils, tides, (including, but not limited
<br />to King Tide conditions) conditions, the condition or availability of the Parking Area or
<br />parking, access, lighting, and utility availability, any fire, breakage, leakage, flooding or defect
<br />or by water, flooding or rain that may leak into, issue or flow from or to any part of the
<br />Shoreline Property, Parking Area or areas of egress or ingress to such properties; the use,
<br />misuse or abuse of any of the Shoreline Property structures or improvements located thereon,
<br />areas of egress or ingress, or which may arise from any other cause whatsoever, except to the
<br />extent caused by the gross negligence or willful misconduct of City or its respective elected
<br />and appointed officers, officials, employees, agents, consultants, and contractors or breach of
<br />any of the representations and/or obligations of City hereunder.
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<br />B. Prop shall indemnify, defend, protect, and hold harmless City and its respective elected
<br />and appointed officers, officials, employees, agents, consultants, and contractors, with counsel
<br />approved by City, from and against all liabilities, suits, obligations, fines, damages, penalties,
<br />demands, claims, costs, charges and expenses, including without limitation reasonable fees of
<br />attorneys, architects and consultants, which may be imposed upon or incurred by or asserted
<br />against City arising directly or indirectly out of any of the following except to the extent caused
<br />by the gross negligence or willful misconduct of City or its respective elected and appointed
<br />officers, officials, employees, agents, consultants, and contractors:
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<br />i. any work, act or event occurring on the Shoreline Property or any part thereof, or any
<br />work, act or event occurring in any area adjacent to such properties and related to the
<br />activities of Prop or Prop's agents;
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<br />ii. Prop’s uses authorized by this License including claims by Prop, its officers, agents,
<br />employees, guests, invitees, or passengers arising out of or relating to the condition
<br />use, possession, occupation, alteration, repair, operation, maintenance or management
<br />of the Shoreline Property or the fitness of said property for the uses contemplated
<br />herein, including, but not limited to, any claims or damages that may result from any
<br />of the conditions set forth in Section 6.A, above;
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<br />iii. any act or omission on the part of Prop or any of Prop's passengers, contractors,
<br />employees, agents, licensees or invitees;
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<br />iv. any lien or claim which may be alleged to have arisen against or on the Shoreline
<br />Property under the laws of the State of California or of any other governmental
<br />authority as a result of Prop’s activities hereunder;
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<br />v. any breach by Prop of any of its representations and/or obligations under this License;
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<br />vi. any violation of any Environmental Law (as defined in Exhibit C), applicable fire
<br />safety, health safety, building code standard or any other standard, regulation or law
<br />by Prop.
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