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7. Lathrop Property- License Agreement Attachment 1
<br /> 08/23/2012
<br /> Exhibit A
<br /> allegation is or may be groundless, fraudulent or false, which obligation arises at the time such
<br /> claim is tendered to LICENSEE by CITY and continues at all times thereafter. The foregoing
<br /> indemnity shall include, without limitation, reasonable attorneys', experts' and consultants' fees
<br /> and costs, investigation and remediation costs and all other reasonable costs and expenses
<br /> incurred by the indemnified parties, including, without limitation, damages for decrease in the
<br /> value of the City Property and claims for damages or decreases in the value of adjoining
<br /> property. LICENSEE's obligations under this Section shall survive the expiration or other
<br /> termination of this License Agreement. CITY and CITY Indemnified Parties shall have no
<br /> liability to LICENSEE or any LICENSEE Party as the result of damage or loss to property or
<br /> injury or death to any such person arising on the City Property or out of the Activities conducted
<br /> on the City Property, except for damages to LICENSEE property caused by the sole negligence
<br /> or willful misconduct of CITY. The parties intend that damages and/or costs and all other terms
<br /> implying an amount tied to liability shall include consequential damages.
<br /> 12. As Is Condition of Citv Propertv; 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 Assiqnment. 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 this 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 expense, conduct and cause to be
<br /> conducted all activities on the City Property allowed hereunder in a safe and reasonable manner
<br /> and in compliance with all Laws of any governmental or other regulatory entity (including,
<br /> ATTY/AGR/2012.096/LATHROP PARC LICENSE AGREEMENT
<br /> REV:07-17-12 VR
<br /> Page 6 of 12
<br /> OB RESO #12-03
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