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<br />parking facility. If Developer fails to cure the occupant(s) behavior to comply with the <br />rules and regulations within the thirty (30) day period, the City, at its sole discretion, may <br />permanently expel occupant from access to the parking facility. <br /> <br />6. Indenmity and Developer's Liability. City shall defend, indemnify and hold <br />harmless Developer from and against any and all claims, liability, losses, damage, causes <br />of action, expenses and costs (including, but not limited to, reasonable professional fees <br />and costs), arising out of or in connection with this License to the extent caused by the <br />gross negligence or willful misconduct of Developer. Developer shall defend, indenmify <br />and hold harmless City from and against any and all claims, liability, losses, damage, <br />causes of action, expenses and costs (including, but not limited to, reasonable <br />professional fees and costs), of every nature, arising out of or in connection with any act <br />or omission of Developer or any of its employees in connection with this License <br />excepting only to the extent caused by the gross negligence or willful misconduct of City. <br />In addition, Developer agrees to reimburse City for the cost of repairing any damage <br />caused by Developer, or its employees, invitees, guests, visitors or customers. Without <br />limiting the generality ofthe foregoing, should City deem it necessary to cause any <br />vehicle of Developer or any of its employees that is parked in violation of the <br />requirements herein to be removed from the Parking Garage, Developer shall indenmify <br />City from any and all costs incurred in connection therewith. <br /> <br />7. Waiver. The Developer shall require each principal or employee who uses a <br />parking space to sign Exhibit B hereto and shall transmit the original to the City as a <br />condition of receipt of each monthly parking pass. <br /> <br />8. Force Majeure. The term and any obligation under this License Agreement shall <br />be tolled during conditions of Force Majeure. "Force Majeure" shall mean delays of <br />performance by either party hereunder due to war; insurrection; strikes; lockouts; labor <br />disputes; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public <br />enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; <br />governmental restrictions or priority; litigation including, but not limited to, litigation <br />challenging the validity of this transaction or any element thereof (except condenmation); <br />severe weather; inability to secure necessary labor, materials or tools; delays of any <br />contractor, subcontractor, or supplies; acts of the other party; acts or failure to act of the <br />City or any other public or governmental City or entity (other than acts or failure to act <br />on the part ofthe City or the City shall not excuse performance by the City); or any other <br />cause beyond the control, or without the fault ofthe party claiming an extension of time <br />to perform; provided that notice by the party claiming such extension is sent to the other <br />party within thirty (30) days ofthe commencement of the cause or event resulting in such <br />delays. Any such extension shall be for the duration ofthe cause ofthe delay. <br /> <br />9. Taxes. Developer recognizes and understands that should this Agreement be <br />deemed by the County of Orange to create a possessory interest subject to property taxation, <br />that Developer shall be subject to the payment of property taxes levied on such interest, and <br />that it shall defend, indenmify and hold the City and its officers, officials, members, <br />employees, agents and representatives, harmless from and against any and all such <br /> <br />4 <br />