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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 City Property; 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 Assignment. 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 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 />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
<br />contemplated by the California Civil Code Section 3143, or by other action acceptable to CITY,
<br />within 20 days after demand by CITY. LICENSEE shall indemnify, hold harmless, and defend
<br />CITY and CITY Indemnified Parties from and against any and all claims relating to such Liens.
<br />16. Compliance with Laws. LICENSEE shall, at its sole cost and expense, conduct and
<br />cause to be conducted all Activities on the City Property allowed hereunder in a safe and
<br />reasonable manner and in compliance with all laws, statutes, ordinances, rules, regulations,
<br />requirement, policies, orders, and standards, of any governmental or other regulatory entity and
<br />all covenants, restrictions and provisions of record, whether presently in effect or subsequently
<br />adopted and whether or not in the contemplation of the parties ("Laws"). LICENSEE shall, at its
<br />sole cost and expense, procure and maintain in force at all times during its use of the City
<br />Property any and all business and other licenses or approvals necessary to conduct the
<br />activities allowed hereunder. LICENSEE understands and agrees that CITY is entering into this
<br />License in its capacity as a property owner with a proprietary interest in License Areas 2 and 3
<br />and not as a regulatory agency with police powers. LICENSEE further understands and agrees
<br />that no approval by CITY for purposes of this Agreement shall be deemed to constitute approval
<br />of any federal, state, CITY or other local regulatory authority with jurisdiction, and nothing herein
<br />Page 6 of 13
<br />REV: 03-19-19 PR
<br />ATTY/AGR.2019.058/CARLSEN SUBARU AND CARLSEN PORSCHE DEALERSHIPS
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