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groundless, fraudulent or false, which obligation arises at the time such claim is tendered to
<br /> LICENSEE by CITY and continues at all times thereafter. The foregoing indemnity shall include,
<br /> without limitation, reasonable attorneys', experts' and consultants' fees and costs, investigation
<br /> and remediation costs and all other reasonable costs and expenses incurred by the indemnified
<br /> parties, including, without limitation, damages for decrease in the value of the Winslow Lot and
<br /> claims for damages or decreases in the value of adjoining property. LICENSEE's obligations
<br /> under this Section shall survive the expiration or other termination of this License Agreement.
<br /> CITY and CITY Indemnified Parties shall have no liability to LICENSEE or any LICENSEE Party
<br /> as the result of damage or loss to property or injury or death to any such person arising on the
<br /> Winslow Lot or out of the Activities conducted on the Winslow Lot, except for damages to
<br /> LICENSEE property caused by the sole negligence or willful misconduct of CITY or CITY's
<br /> authorized representatives. The parties intend that damages and/or costs and all other terms
<br /> implying an amount tied to liability shall not include consequential 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
<br /> subject to any and all existing and future covenants, conditions, restrictions, easements,
<br /> encumbrances and other title matters affecting the Winslow Lot, whether foreseen or
<br /> unforeseen, if such matters are of record or would be disclosed by an accurate inspection or
<br /> survey.
<br /> 11. No Assiqnment. 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
<br /> with the terms of the DDA. Any attempt to assign, convey or otherwise transfer this License
<br /> except in accordance with the preceding sentence shall be null and void and cause the
<br /> immediate 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 /> seeking accommodations, advantages, facilities, privileges, services, or membership in all
<br /> business, social, or other establishments or organizations, on the basis of the fact or perception
<br /> of a person's perceived race, religious creed, color, national origin, ancestry, physical disability,
<br /> mental disability, medical condition (cancer-related or genetic characteristics), marital or
<br /> domestic partner status, gender and/or gender identity, age (40 or over), or sexual orientation
<br /> (including heterosexuality, homosexuality, and bisexuality).
<br /> 13. Liens. LICENSEE shall not permit any liens of any type, including but not limited
<br /> to mechanic's or material men's liens, stop notices or other liens (collectively, "Liens") to be
<br /> filed against the Winslow Lot by reason of any action or inaction by LICENSEE. If any Liens of
<br /> any type are filed against the Winslow Lot during the term of this Agreement as a result, directly
<br /> or indirectly, of any action or inaction by LICENSEE, LICENSEE shall cause the same to be
<br /> discharged of record, by payment of the claim, by posting and recording the bond contemplated
<br /> by the California Civil Code Section 3143, or by other action acceptable to CITY, within 20 days
<br /> after demand by CITY. LICENSEE shall indemnify, hold harmless, and defend CITY and CITY
<br /> Indemnified Parties from and against any and all claims relating to such Liens.
<br /> ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA
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