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of CITY. All alterations shall be removed by CITY upon expiration or other termination of this License Agreement. 6. Siqns. CITY shall not place, erect or maintain any sign, advertisement, banner or similar object in, on, or abaut the License Are without LICENSOR'S prior written consent. 7. Termination: Surrender. Either party may terminate this License by giving forty-five (45) days prior written notice to the other. Upon the expiration or earlier termination of this License, CITY shall surrender the License Area in the same or better condition as received. At such time, CITY shall remove all of its property from the License Area and any signs and, upon LICENSOR's request, other structures or improvements permitted hereunder. 8. Indemni . CITY shall indemnify, defend, and hold harmless LICENSOR and its employees, agents, and representatives from and against any and all liability, losses, claims, demands, liens, payments suits, actions, recoveries and judgments arising out of CITY's obligations under this License Agreement or breach of any provisions hereof, except to the extent the foregoing are caused by LICENSOR's sole or active negligence or willful misconduct. 9. As Is Condition of Proqertv: Disclaimer of Representations. CITY accepts the Property in its "AS IS° condition, without representation or warranty of any kind by LICENSOR. 10. Entire Aareement; Severabilitv. This Agreement, including Exhibits, contains the sole and complete agreement between the parties relating to the License Area and the License. This Agreement may not be changed orally and may be amended only by an agreement in writing signed by both parties. In the event that any provision of this Agreement shall be held to be or become invalid or unenforceable in certain circumstances, the validity and enforceability of the remaining provisions, or such provision in other circumstances, shall not in any way be affected or impaired. 11. Notices. Any notice, request, demand, approval or consent given or required to be given under this Agreement shall be in writing and shall be deemed to have been given when mailed by United States registered or certified mail, postage prepaid, return receipt requested, to CITY or LICENSOR, as the case may be, at the respective addresses listed below, or may be made by personal service. LICENSOR's Address: Eric Lochtefeld Fox Theater Property LLC 2221 Broadway Redwood City, CA 94063 (650) 298-3433 CITY's Address: City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Attention: Community Development Director 12. Applicable Law and Venue. This Agreement and all rights and remedies of the parties hereto shall be construed and enforced in accordance with the laws of the State o#California. In the event that suit shall be brought by either party to this Agreement, the parties agree that venue shall be exclusively vested in the State courts of San Mateo. ATTY/AGR/2013.212/LICENSE AGREEMENT W/FOX THEATER FOR PARKING REV:11-6-13 VR Page 2 of 5 2.