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7. Lathrop Property- License Agreement Attachment 1
<br /> 08/23/2012
<br /> Exhibit A
<br /> notice, alter, remove or protect at LICENSEE's sole expense, any and all facilities,
<br /> improvements, plantings or other property installed or placed in, on, under or about the City
<br /> Property by LICENSEE, except for utility facilities owned by either a private company or a public
<br /> agency that are necessary for operations after an emergency as determined by CITY in its sole
<br /> discretion. The owner of such utility facilities shall, upon written or oral notice by CITY that an
<br /> emergency exists, take immediate action at its sole expense to protect, remove or relocate such
<br /> facilities as required by CITY to meet the emergency.
<br /> 8. Siqns. LICENSEE shall not place, erect or maintain any sign, advertisement, banner or
<br /> similar object in, on, or about the City Property without CITY's prior written consent, which CITY
<br /> may withhold in its sole discretion.
<br /> 9. Surrender. Upon the expiration or earlier termination of this License or within ten (10)
<br /> days after any sooner revocation or termination of this License, LICENSEE shall surrender the
<br /> City Property in the same or better condition as received. At such time, LICENSEE shall remove
<br /> all of its property from the City Property and any signs and, upon CITY's request, other
<br /> structures or improvements permitted hereunder, and shall repair, at its cost, any damage to the
<br /> City Property caused by such removal. LICENSEE's obligations under this Section shall survive
<br /> any termination of this License.
<br /> 10. Repair of Damaqe. If any portion of the City Property or any personal property of CITY
<br /> located on or about the City Property is damaged or threatened by any of the activities
<br /> conducted by LICENSEE or anyone acting by or through LICENSEE hereunder, LICENSEE
<br /> shall immediately, at its sole cost, notify CITY by facsimile or electronic mail of such damage or
<br /> threat. CITY may, but shall not be obligated, to remedy such damage or threat at LICENSEE's
<br /> sole cost, or CITY may elect to witness LICENSEE's repair work. In the event CITY elects not to
<br /> remedy such damage or threat, LICENSEE shall repair any and all such damage and restore
<br /> the City Property or property to its previous condition subject to CITY's inspection, review and
<br /> approval. CITY has no responsibility or liability of any kind with respect to any utilities that may
<br /> be on, in or under the City Property.
<br /> 11. Indemnitv. LICENSEE shall indemnify, defend, reimburse and hold harmless CITY, its
<br /> officers, agents, employees and contractors, and each of them ("Indemnified Parties"), from
<br /> and against any and all demands, claims, legal or administrative proceedings, losses, costs,
<br /> penalties, fines, liens, judgments, damages and liabilities of any kind ("Claims"), arising in any
<br /> manner out of (a) any injury to or death of any person or damage to or destruction of any
<br /> property occurring in, on or about the City Property, or any part thereof, whether such injury,
<br /> death, damage or destruction is caused by the person or property of LICENSEE, its officers,
<br /> directors, members, employees, agents, consultants, contractors or subcontractors (collectively,
<br /> "Agents"), its invitees, guests or business visitors (collectively, "Invitees"), or third persons,
<br /> relating to any use or activity under this License, (b) any failure by LICENSEE to faithfully
<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 /> pe►form any terms, covenants or conditions of this License; except solely to the extent of Claims
<br /> resulting directly from the sole negligence or willful misconduct of CITY or CITY's authorized
<br /> representatives. In addition to LICENSEE's obligation to indemnify CITY, LICENSEE specifically
<br /> acknowledges and agrees that it has an immediate and independent obligation to defend the
<br /> CITY from any claim that actually or potentially falls within this indemnity provision even if such
<br /> ATTY/AGR/2012.096/LATHROP PARC LICENSE AGREEMENT
<br /> REV:07-17-12 VR
<br /> Page 5 of 12
<br /> OB RESO #12-03
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