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6.3.A. - Page 77
<br /> 9. Indemnity. LICENSEE shall indemnify, defend, reimburse and hold harmless CITY, its
<br /> officers, agents, employees and contractors, and each of them ("Indemnified Parties"), from and
<br /> against any and all demands, claims, legal or administrative proceedings, losses, costs, penalties,
<br /> fines, liens, judgments, damages and liabilities of any kind ("Claims"), arising in any manner out
<br /> of (a) any injury to or death of any person or damage to or destruction of any property occurring
<br /> in, on or about the Winslow Lot, and relating to any use or activity under this Agreement, (b) any
<br /> failure by LICENSEE to faithfully observe or perform any of the terms, covenants or conditions of
<br /> this License, (c) the use of the Winslow Lot or any activities conducted thereon by LICENSEE, its
<br /> agents or invitees, (d) any release or discharge, or threatened release or discharge, of any
<br /> Hazardous Material caused or allowed by LICENSEE, its agents or invitees, on, in, under or about
<br /> the Winslow Lot, any improvements or into the environment, (e) any failure by LICENSEE to
<br /> faithfully observe or perform any terms, covenants or conditions of this License, or (f) any injury
<br /> to or death of any person, or damage to or destruction of any property, arising out of use by the
<br /> general public of any temporary public by-pass road on the Winslow Lot; except to the extent of
<br /> Claims resulting directly from the sole negligence or willful misconduct of CITY or CITY's
<br /> authorized representatives. In addition to LICENSEE's obligation to indemnify CITY, LICENSEE
<br /> specifically acknowledges and agrees that it has an immediate and independent obligation to
<br /> defend the CITY from any claim that actually or potentially falls within this indemnity provision
<br /> even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the
<br /> time such claim is tendered to LICENSEE by CITY and continues at all times thereafter. The
<br /> foregoing indemnity shall include, without limitation, reasonable attorneys', experts' and
<br /> consultants' fees and costs, investigation and remediation costs and all other reasonable costs
<br /> and expenses incurred by the indemnified parties, including, without limitation, damages for
<br /> decrease in the value of the Winslow Lot and claims for damages or decreases in the value of
<br /> adjoining property. LICENSEE's obligations under this Section shall survive the expiration or other
<br /> termination of this Agreement. CITY and CITY Indemnified Parties shall have no liability to
<br /> LICENSEE or any LICENSEE party as the result of damage or loss to property or injury or death
<br /> to any such person arising on the Winslow Lot or out of the Activities conducted on the Winslow
<br /> Lot, except for damages to LICENSEE property caused by the sole negligence or willful
<br /> misconduct of CITY or CITY's authorized representatives. The parties intend that damages
<br /> and/or costs and all other terms implying an amount tied to liability shall not include consequential
<br /> damages or loss of profits.
<br /> 10. As Is Condition of Winslow Lot; Disclaimer of Representations. LICENSEE accepts
<br /> the Winslow Lot in its "AS IS" condition, without representation or warranty of any kind by CITY,
<br /> its officers, agents or employees, and subject to all applicable laws, rules and ordinances
<br /> governing the use of the Winslow Lot. Without limiting the foregoing, this License is made subject
<br /> to any and all existing and future covenants, conditions, restrictions, easements, encumbrances
<br /> and other title matters affecting the Winslow Lot, whether foreseen or unforeseen, if such matters
<br /> are of record or would be disclosed by an accurate inspection or survey.
<br /> 11. No Assignment. This License Agreement is personal to LICENSEE and shall not be
<br /> assigned, conveyed or otherwise transferred by LICENSEE under any circumstances, except to
<br /> a person or entity to whom LICENSEE's rights under the DDA are transferred in accordance with
<br /> the terms of the DDA. Any attempt to assign, convey or otherwise transfer this License except in
<br /> accordance with the preceding sentence shall be null and void and cause the immediate
<br /> termination and revocation of this License.
<br /> 12. Covenant Not to Discriminate. In the performance of this its activities pursuant to this
<br /> License, LICENSEE agrees not to discriminate against any employee, any CITY employee
<br /> working with LICENSEE, or applicant for employment with LICENSEE, or against any person
<br /> ATTY/AGR/2015.146.1/HAMILTON-WINSLOW DDA—LICENSE AGREEMENT
<br /> REV: 10-21-15 VR;GGB Redline 9-29-15 Page6 of 12
<br /> 82483.00019\20598842.2
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