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<br /> observe or perform any of the terms, covenants or conditions of this License, (c) the use of the
<br /> City Property or any activities conducted thereon by LICENSEE, its Agents or Invitees, (d) any
<br /> release or discharge, or threatened release or discharge, of any Hazardous Material caused or
<br /> allowed by LICENSEE, its Agents or Invitees, on; in, under or about the City Property, any
<br /> improvements or into the environment, or (e) any failure by LICENSEE to faithfully observe or
<br /> perform any terms, covenants o�conditions of this License; except solely to the extent of Claims
<br /> resulting directly from the sole negligence or willful misconduct of Indemnified Parties. In
<br /> addition to LICENSEE's obligation to indemnify CITY, LICENSEE specifically acknowledges and
<br /> agrees that it has an immediate and independent obligation to defend the CITY from any claim
<br /> that actually or potentially falls within this indemnity provision even if such allegation is or may
<br /> be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to
<br /> LICENSEE by CITY and continues at all times there,after. 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. LICENSEE's obligations under this Section shall survive the expiration or other
<br /> termination of this License Agreement. CITY and CITY Indemnified Parties shall have no
<br /> liability to LICENSEE or any LICENSEE Party as the result of damage or loss to property or
<br /> injury or death to any such person arising on the City Property or out of the Activities conducted
<br /> on the City Property, except for damages to LICENSEE property caused by the sole negligence
<br /> or willful misconduct of CITY.
<br /> 12. As Is Condition of Citv Propertv• Disclaimer of Representations. LICENSEE
<br /> accepts the City Property in its "AS IS" condition, without representation or warranty of any kind
<br /> by CITY, its officers, agents or employees, and subject to all applicable laws, rules and
<br /> ordinances governing the use of the City Property. Without limiting the foregoing, this License is
<br /> made subject to any and all existing and future covenants, conditions, restrictions, easements,
<br /> encumbrances and other title matters affecting the City Property, whether foreseen or
<br /> unforeseen, and whether such matters are of record or would be disclosed by an accurate
<br /> inspection or survey.
<br /> 13. No Assiqnment. This Use Agreement and License is personal to LICENSEE and shall
<br /> not be assigned, conveyed or otherwise transferred by LICENSEE under any circumstances.
<br /> Any attempt to assign, convey or otherwise transfer this License shall be null and void and
<br /> cause the immediate termination and revocation of this License.
<br /> 14. Covenant Not to Discriminate. In the performance of 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 alt
<br /> business, social, or other establishments or organizations, on the basis of the fact or perception
<br /> of a person's perceived race, retigious creed, color, national origin, ancestry, physical disability,
<br /> mental disability, medical condition (cancer-related or genetic characteristics), marital or
<br /> domestic pa�tner status, gender and/or gender identity, age (40 or over), or sexual orientation
<br /> (including heterosexuality, homosexuality, and bisexuality).
<br /> 15. 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 City Property by reason of any action or inaction by LICENSEE. If any Liens of
<br /> any type are filed against the City Property during the term of this Agreement as a result,
<br /> directly or indirectly, of any action or inaction by LICENSEE, LICENSEE shall cause the same to
<br /> be discharged of record, by payment of the claim, by posting and recording the bond
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<br /> ATTY/AGR/2016.051/601 MARSHALL STREET LICENSE AGREEMENT
<br /> REV:04-18-16 VR
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