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representatives, guests, employees, invites or customers. City may at its option,
<br />repair such damage, and TKO agrees to reimburse City for the total cost of repair.
<br />9. Compliance with Laws and Licensing. TKO shall comply with all applicable
<br />federal, state and local laws. TKO shall at all times during the term of this
<br />Agreement have and maintain in force any and all licenses, permits or approvals
<br />required by law for the conduct of TKO's activities under this Agreement.
<br />10. Indemnification.
<br />A. TKO shall defend, indemnify, and hold harmless the City and its officers,
<br />officials, employees, and volunteers from and against any claims, liabilities,
<br />damages, losses, costs, expenses incurred or suffered by City on account of
<br />any personal injuries or property damage resulting from the use of Fitness
<br />Room pursuant to this Agreement or any activity or negligent omission of
<br />TKO or its employees, agents, volunteers or contractors. In the event that
<br />City is named as a codefendant, TKO shall notify City of such fact and shall
<br />represent City in such legal action unless City undertakes to represent itself
<br />in such legal action. TKO further agrees to indemnify, hold harmless, and
<br />pay all costs of defense of the City, including fees and cost for special
<br />counsel to be selected by the City, regarding any action challenging the
<br />validity of this Agreement, or asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or
<br />property rights arises by reason of the terms, or effects of this Agreement.
<br />City may make all reasonable decisions with respect to its representation in
<br />any legal proceedings.
<br />B. TKO agrees to indemnify the City from and against any contamination of
<br />the Fitness Room with hazardous materials by TKO occurring after the
<br />commencement of this Agreement. TKO further agrees to defend and hold
<br />harmless the City from and against all actions, agreements, attorney's fees,
<br />causes of action, claims, contracts, costs, covenants, damages, debts,
<br />demands, expenses, judgments, lawsuits, liabilities, liens, losses,
<br />obligations, and orders which arise during or after the term of this
<br />Agreement related to the existence of hazardous materials at the Fitness
<br />Room or in the groundwater under the Fitness Room except for: (1) the cost
<br />of any remediation of Hazardous Materials deposited in the soil by City or
<br />its employees, agents or contractors; and (2) any third party personal injury
<br />actions which allege exposure to such undiscovered Hazardous Materials as
<br />a result of use of the Fitness Room. "Hazardous Materials" as used herein
<br />shall be interpreted broadly to mean any hazardous or toxic substance,
<br />material or waste that now is or hereafter becomes regulated by any local
<br />Facility Use Agreement With TKO Youth Foundation
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