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<br />ORIGINAL <br /> <br />LICENSE AND INDEMNIFICATION AGREEMENT <br /> <br />THIS LICENSE AND INDEMNIFICATION AGREEMENT ("Agreement") is <br />entered into as of the 1 f;(/1 day of September, 2000, by and between REDWOOD <br />SHORES PROPERTIES, a California joint venture general partnership ("Licensor"), and <br />THE CITY OF REDWOOD CITY, a municipal corporation ("City"). <br /> <br />RECIT ALS <br /> <br />A. Licensor is the owner of that certain real property located in the City of <br />Redwood City, County of San Mateo, State of California, more particularly described on <br />Exhibit A attached hereto and outlined in red on Exhibit B attached hereto (with said real <br />property being hereinafter referred to as the "Property"). <br /> <br />B. Pursuant to Permit No. 6-94 issued on July 24, 1996 by the San Francisco <br />Bay Conservation and Development Commission ("BCDC") to the City and Licensor, as <br />amended through June 26,1997 by Amendment No. One issued by BCDC (as amended, <br />the "BCDC Permit"), the City has agreed to construct the BCDC Improvements (as <br />defined in Exhibit C attached hereto) on those certain limited portions of the Property in <br />the locations described on Exhibits D, E,~, G, and H attached hereto. Those limited <br />portions of the Property on which the BCDC Improvements shall be constructed by the <br />City are referred to in this Agreement as the "Easement Areas." <br /> <br />C. Concurrently with the execution and delivery of this Agreement, the City <br />and Licensor are entering into that certain Grant of Easements in the form attached hereto <br />as Exhibit I ("Easement Agreement") pursuant to which Licensor shall grant to the City <br />non-exclusive public access easements in, under and to the Easement Areas, subject to the <br />reservations in favor of Licensor set forth in the Easement Agreement, and under which <br />the City shall agree to assume all repair and maintenance obligations for the BCDC <br />Improvements and all of the responsibilities of Licensor under the BCDC Permit with <br />respect to the BCDC Improvements. <br /> <br />D. The City desires access to the Easement Areas for the sole and limited <br />purposes of constructing, developing and installing the BCDC Improvements within the <br />Easement Areas, all in accordance with the BCDC Permit and subject to the terms and <br />conditions set forth in this Agreement. Licensor is willing to grant to the City a license to <br />enter upon the Easement Areas to construct, develop and install the BCDC <br />Improvements, subject to the terms and conditions set forth in this Agreement. <br /> <br />NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of <br />which is hereby acknowledged, Licensor and the City hereby agree as follows: <br /> <br />1 <br /> <br />--- T <br />