2. Term of License. The term of the License shall begin on the Effective Date and
terminate on the earlier of (i) five (5) years from the Effective Date, (ii) completion of the Parking
Lot (the “Yerm’’). Upon expiration of the Term, the License shall automatically terminate without
necessity of execution of any additional document or instrument, and the Parties shall no longer have
any rights or obligations under this License, except such rights and obligations as expressly survive
termination of this License, including as set forth in Sections 7 and 8 below.
3. Access and Use of Licensed Area. Licensee shall have access to the City Land and
the ability to exercise the rights under the License twenty-four (24) hours a day during the Term in
accordance with applicable City ordinances and regulations. The License shall be irrevocable during
the Term, except that the City may temporarily suspend the License in cases of (i) emergency, (ii)
paramount municipal need, or (iii) for the City’s access to its underground utilities and pipes. The
City will provide Licensee with reasonable notice of the suspension of the License to access its
underground utilities and pipes or in the event of a paramount municipal need.
4, Use of License by Those Claiming By, Through, or Under Parties. The License shall
include use of the License by those claiming by, through or under Licensee, including, but not
limited to, any agents, representatives, guests, licensees and invitees of Licensee.
5. Signage. Licensee will post appropriate detour signage for the benefit of the public, if
necessary.
6. Public Safety. Licensee shall exercise the License in a safe and sound fashion at all
times and shall take such actions as are reasonably necessary to protect the public.
7. Damage. Licensee shall repair any damage to the City Land to the extent caused by
Licensee’s exercise of the License. This Section 7 shall survive termination or revocation of the
License.
8. Indemnity. Licensee agrees to indemnify, defend and hold harmless the City and its
officials, agents and employees from any and all claims to the extent arising from Licensee’s use of
the City Land. This Section 8 shall survive termination or revocation of the License.
9. Insurance. Licensee shall at all times maintain insurance for bodily injury and
property damage in the amount of at least $1,000,000 per occurrence. Licensee shall maintain a
certificate of insurance on file with the City’s Legal Department during the Term.
10. Notices. Any notice or other like communication given pursuant to this License shall
be in writing and shall be delivered by hand, by certified mail, or by FedEx or other overnight
delivery service, at the address listed in the initial paragraph of this License. Any Party shall have
the right to designate a different notice address by notice similarly given. Any notices or other
communications given under this License shall be deemed to have been given on the date the same
was delivered, if delivered in hand, deposited in the United States mails as certified mail, or
deposited with Federal Express or other overnight delivery service.
11. Force Majeure. If Licensee is hindered in or prevented from the performance of any
act required under this License by reason of acts of God, strikes, lockouts, labor troubles, riots,
