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C. The Licensee's obligations under this License Agreement include, but are not
<br />limited to, the making of all necessary repairs and replacements to all parts of the Licensed Area
<br />and any Improvements thereon, whether structural or non-structural, ordinary or extraordinary.
<br />The Parties agree that the City has no obligation to maintain, repair or replace any part of the
<br />Licensed Area or Improvements thereon during the term of this License Agreement.
<br />8. ACCEPTANCE; CONSTRUCTION OF IMPROVEMENTS:
<br />A. The Licensee acknowledges that prior to entering into this License Agreement it
<br />has investigated and inspected the Licensed Area to the full extent that the Licensee has deemed
<br />necessary and appropriate. The Licensee acknowledges that the City has made, and is making, no
<br />representations or warranties, express or implied, as to the condition of the Licensed Area or as
<br />to the suitability of the Licensed Area for the Licensee's intended use. THE LICENSEE
<br />ACCEPTS THE LICENSED AREA "AS -IS" AND "WHERE -IS", WITHOUT
<br />REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, AND SUBJECT TO
<br />ALL MATTERS, LIMITATIONS, CONDITIONS, AND RESTRICTIONS WHETHER OR
<br />NOT OF PUBLIC RECORD.
<br />B. The Licensee agrees that any and all work in the Licensed Area will be performed
<br />in a good and workmanlike manner, pursuant to plans and specifications reasonably approved in
<br />advance by the City, and in compliance with City Code Chapter 29 and any other applicable
<br />governmental laws, rules and regulations.
<br />C. All contractors engaged by the Licensee to perform any such work must be duly
<br />licensed and approved in advance by the City, which approval will not be unreasonably withheld,
<br />and must provide such bonds and insurance as is reasonably acceptable to the City, including,
<br />without limitation, comprehensive general liability insurance. The Licensee agrees to pay for all
<br />such work and agrees not to permit any liens, claims or encumbrances to be placed against the
<br />City's title to the Licensed Area as a result of such work. The Licensee also agrees that upon
<br />completion of such work the Licensed Area and the Improvements thereon will be free from all
<br />liens, claims and encumbrances relating to such work. Title to any Improvements shall remain
<br />with the Licensee at all times during the term of this License Agreement, except as provided in
<br />subsection I I(E) (Termination).
<br />9. INDEMNIFICATION AND HOLD HARMLESS: The Licensee shall indemnify,
<br />defend, reimburse and hold harmless the City, and each of its councilmembers, commissioners,
<br />officers, employees, representatives, agents, and contractors ("Indemnified Parties"), from and
<br />against any and all demands, claims, legal or administrative proceedings, losses, costs, penalties,
<br />fines, liens, judgments, damages and liabilities of any kind ("Claims"), arising in any manner out
<br />of (a) any injury to or death of any person or damage to or destruction of any property occurring
<br />in, on or about the Licensed Area, or any part thereof, whether such injury, death, damage or
<br />destruction is caused by the person or property of the Licensee, its officers, directors, members,
<br />employees, agents, consultants, contractors or subcontractors (collectively, "Agents"), its
<br />invitees, guests or business visitors (collectively, "Invitees"), or third persons, relating to any use
<br />or activity under this License Agreement, (b) the use of the Licensed Area or any activities
<br />conducted thereon by the Licensee, its Agents or Invitees, (c) any release or discharge, or
<br />threatened release or discharge, of any Hazardous Material caused or allowed by the Licensee, its
<br />REV: 09-11-24 VR
<br />ATTY/AGR.2024.158/Curry Pizza House (900A Middlefield Rd) (Page 4 of 26)
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