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B. The Licensee shall comply, at all times, with the terms and conditions of
<br />this License Agreement and with the Operation and Maintenance standards identified in the
<br />Guidelines, as may be amended from time to time, and any governmental laws, rules and
<br />regulations applicable to the Licensed Area or the Improvements.
<br />C. The Licensee's obligations under this License Agreement include, but are
<br />not limited to, the making of all necessary repairs and replacements to all parts of the Licensed
<br />Area and any Improvements thereon, whether structural or non-structural, ordinary or
<br />extraordinary. The Parties agree that the City has no obligation to maintain, repair or replace any
<br />part of the 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
<br />Agreement it has investigated and inspected the Licensed Area to the full extent that the
<br />Licensee has deemed necessary and appropriate. The Licensee acknowledges that the City has
<br />made, and is making, no representations or warranties, express or implied, as to the condition of
<br />the Licensed Area or as to the suitability of the Licensed Area for the Licensee's intended use.
<br />THE LICENSEE 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
<br />performed in a good and workmanlike manner, pursuant to plans and specifications reasonably
<br />approved in advance by the City, and in compliance with City Code Chapter 29 and any other
<br />applicable governmental laws, rules and regulations.
<br />C. All contractors engaged by the Licensee to perform any such work must
<br />be duly licensed and approved in advance by the City, which approval will not be unreasonably
<br />withheld, and must provide such bonds and insurance as is reasonably acceptable to the City,
<br />including, without limitation, comprehensive general liability insurance. The Licensee agrees to
<br />pay for all such work and agrees not to permit any liens, claims or encumbrances to be placed
<br />against the City's title to the Licensed Area as a result of such work. The Licensee also agrees
<br />that upon completion of such work the Licensed Area and the Improvements thereon will be free
<br />from all liens, claims and encumbrances relating to such work. Title to any Improvements shall
<br />remain with the Licensee at all times during the term of this License Agreement, except as
<br />provided in 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 />REV: 11-01-24 JB
<br />ATTY/AGR.2024.212/La Viga (1772 Broadway) (Page 4 of 25)
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