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whether the person or property of District, its officers, agents, employees, contractors
<br /> and subcontractors (collectively, "Agents"), its invitees, guests or business visitors or
<br /> third persons (collectively, "Invitees"), relating in any manner to the District's
<br /> maintenance and repair, or failure to maintain and repair, the pavement, trail, signs,
<br /> fences or gates on the Property; (b) any failure by District to faithfully observe or
<br /> perform any of the terms, covenants or conditions of this Sublicense. This provision
<br /> applies except to the extent of Liabilities resulting directly from the sole negligence or
<br /> willful misconduct of City Indemnitees.
<br /> b. City shall each indemnify, defend, reimburse and hold harmless District, and District's
<br /> officers, agents and, employees (collectively, "District Indemnitees") from and against
<br /> any and all demands, claims, legal or administrative proceedings, losses, costs,
<br /> penalties, fines, liens, judgments, damages and liabilities of any kind (collectively,
<br /> "Liabilities"), arising in any manner out of: (a) any injury to or death of any person or
<br /> damage to or destruction of any property occurring in, on or about the Property, or any
<br /> part thereof, whether the person or property of City, its officers, agents, employees,
<br /> contractors and subcontractors (collectively, "Agents"), its invitees, guests or business
<br /> visitors or third persons (collectively, "Invitees"), relating in any manner to the City's
<br /> maintenance, or failure to maintain, the landscaping on the Property; (b) any failure by
<br /> City to faithfully observe or perform any of the terms, covenants or conditions of this
<br /> Sublicense. This provision applies except to the extent of Liabilities resulting directly
<br /> from the sole negligence or willful misconduct of District Indemnitees.
<br /> c. The foregoing indemnity shall include, without limitation, reasonable attorneys' and
<br /> consultants' fees, investigation and remediation costs and all other reasonable costs
<br /> and expenses incurred by the Indemnitees.
<br /> d. Obligations under this condition shall survive the expiration or termination of the
<br /> Sublicense and modifications thereto.
<br /> 11.Notice. Any demand or notice which either party shall be required, or may desire to make
<br /> upon or give to the other shall be in writing and shall be delivered personally upon the
<br /> other or be sent by prepaid certified mail to the respective parties as follows:
<br /> District: General Manager
<br /> East Bay Regional Park District
<br /> 2950 Peralta Oaks Court
<br /> Oakland, CA 94605
<br /> City: City Manager
<br /> City of Pleasanton
<br /> P.O. Box 520
<br /> Pleasanton, CA 94588
<br /> Either party may, from time to time, designate any other address for this purpose by
<br /> written notice to the other party, given with ten (10) business day notice.
<br /> 12.Miscellaneous.
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