73-18 Exhibit - Authorizing License Agreement for Parking on 471 Pleasant Valley Way.pdf

the Parking Areas shall assume all risk of damage to their personal property and vehicles in or about the Parking Areas, whatever the cause of such damage or casualty. Licensor and Licensee mutually covenant and agree, in connection with insurance policies obtained insuring such interest as the parties may have in their own properties, to waive any right of subrogation, and Licensor and Licensee each mutually waive all right of recovery against each other for any loss, damage or injury for which either party maintains insurance. 7. Licensee hereby agrees to indemnify and hold Licensor and its respective successors and assigns, legal representatives, officers, directors, employees, customers, visitors, licensees and invitees of any of them (collectively, the “Licensor Parties”) harmless from and against any and all claims, losses, liabilities, damages and expenses, including reasonable attorney’s fees and disbursements, of any kind or nature incurred by any of the Licensor Parties as a result of (i) any matter, cause or thing arising out of the use of the Parking Areas as public parking, and/or the occupancy or control of the Parking Areas or any part thereof in accordance with, or in violation of, this License, (ii) any personal injury or property damage occurring out of the use of the Parking Areas for public parking, or (iii) any failure on the part of Licensee to perform or comply with any of the covenants, agreements, terms or conditions contained in this License on Licensee’s part to be performed or complied with. Licensee’s obligations under this Section 7 shall survive the expiration or earlier termination of this License. 8. (a) If either party breaches any provision of this License and fails to cure such breach within ten (10) days of receiving a written default notice from the other party, then such non-breaching party will have the right to terminate this License. Upon such termination, Licensee shall forthwith quit the Parking Areas but Licensee shall remain liable to Licensor for all money and other damages arising directly from any default by Licensee. Licensee agrees to enforce any and all parking ordinances and rules and regulations to prevent any and all of the following: (i) parking in the Parking Areas overnight or at any time in which the Parking Areas are closed; (ii) parking outside of marked parking

d rules and regulations to prevent any and all of the following: (i) parking in the Parking Areas overnight or at any time in which the Parking Areas are closed; (ii) parking outside of marked parking spaces, illegally or in areas designated for use by others, or in driveways, fire lanes or areas not striped for general parking, (iii) the maintenance, repair or cleaning of any vehicle in the Parking Areas, and (iv) the violation of any other parking rules and regulations promulgated by Licensor. In addition to all rights and remedies set forth hereunder, Licensor shall, upon the occurrence of any of the aforementioned defaults, have any or all of the following remedies: (1) to attach violation notices to such vehicles, or (2) to tow such vehicles at the vehicle owner’s sole cost and expense. Any amount due from Licensee pursuant to this Section 8 shall be payable to Licensor upon demand. Nothing contained herein shall be deemed to impose any obligation on Licensor, to police the Parking Areas. (b) Licensor shall have no liability for any damage to vehicles on the Property or for any loss of property from within such vehicles, or for any injury suffered by any persons or parties utilizing the Parking Areas as public parking. 9. Except as expressly set forth in this Section 9, Licensee expressly covenants that it shall not assign, transfer, pledge, hypothecate, encumber or otherwise dispose of this License, or sublicense the whole or any part of the Parking Areas, or permit, or suffer to permit, the Parking Areas to be used by anyone other than those persons authorized hereunder. Notwithstanding the foregoing, it is the intent of the parties hereto that Licensee permit its 4 53271403.v2