|
sole and absolute discretion of the City Manager, terminate this License upon thirty (30) days'
<br /> written notice to LICENSEE. Upon any revocation or termination, LICENSEE shall surrender
<br /> the Winslow Lot on the date specified in the written notice and in the condition required under
<br /> this License Agreement.
<br /> 5. Covenant to Maintain Winslow Lot. In connection with its use hereunder, LICENSEE
<br /> shall at all times, at its sole cost, maintain the Winslow Lot in a good, clean, safe, secure,
<br /> sanitary and slightly condition.
<br /> 6. Si ns. LICENSEE shall not place, erect or maintain any sign, advertisement, banner or
<br /> similar object in, on, or about the Winslow Lot without CITY's prior written consent, which CITY
<br /> may withhold in its sole discretion.
<br /> 7. Surrender. Upon the expiration or earlier termination of this License, LICENSEE shall
<br /> surrender the Winslow Lot in the same or better condition as received. At such time, LICENSEE
<br /> shall remove all of its property from the Winslow Lot and any signs and, upon CITY's request,
<br /> other structures or improvements permitted hereunder, and shall repair, at its cost, any damage
<br /> to the Winslow Lot caused by such removal. LICENSEE's obligations under this Section shall
<br /> survive any termination of this License.
<br /> 8. Repair of Damaqe. If any portion of the Winslow Lot or any personal property of CITY
<br /> located on or about the Winslow Lot is damaged or threatened by any of the activities
<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 Winslow Lot or property to its previous condition subject to CITY's inspection, review and
<br /> approval. CITY has no responsibility or liability of any kind with respect to any utilities that may
<br /> be on, in or under the Winslow Lot.
<br /> 9. 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 Winslow Lot, and relating to any use or activity under this
<br /> Agreement, (b) any failure by LICENSEE to faithfully observe or perform any of the terms,
<br /> covenants or conditions of this License, (c) the use of the Winslow Lot or any activities
<br /> conducted thereon by LICENSEE, its Agents or Invitees, (d) any release or discharge, or
<br /> threatened release or discharge, of any Hazardous Material caused or allowed by LICENSEE,
<br /> its Agents or Invitees, on, in, under or about the Winslow Lot, any improvements or into the
<br /> environment, (e) any failure by LICENSEE to faithfully observe or perform any terms, covenants
<br /> or conditions of this License, or (fl any injury to or death of any person, or damage to or
<br /> destruction of any property, arising out of use by the general public of any temporary public by-
<br /> pass road on the Winslow Lot; except to the extent of Claims resulting directly from the sole
<br /> negligence or willful misconduct of CITY or CITY's authorized representatives. In addition to
<br /> LICENSEE's obligation to indemnify CITY, LICENSEE specifically acknowledges and agrees
<br /> that it has an immediate and independent obligation to defend the CITY from any claim that
<br /> actually or potentially falls within this indemnity provision even if such allegation is or may be
<br /> ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA
<br /> REV:08-18-15 VR
<br /> Page 5
<br /> 82483.00019\9644366.16
<br />
|