Parking Mitigation Agreement - South Bend - Riverwalk Partners LLC

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Adjacent Parking Area. In furtherance thereof, the City agrees that it shall (1) provide at least three (3) business days' advanced written notice to HP Blackbird prior to undertaking any construction activities that could reasonably be expected to adversely impact vehicular access to the Adjacent Parking Area; and (2) use best efforts to schedule any such construction activities to minimize the impact on vehicular access to the Adjacent Parking Area during normal business hours. Upon receipt of such notice, HP Blackbird shall indicate to the City whether it intends to utilize its Temporary License during the disruption to access to the Adjacent Parking Area. (c) Staging of Construction Activities by Riverwalk Affecting the Remote Parking Area. Riverwalk shall use best efforts to ensure that any construction activity performed by or on behalf of Riverwalk in connection with the development of the Riverwalk Project will not deny vehicular access to the Adjacent Parking Area; provided, however, Riverwalk shall have no responsibility for coordinating the temporary access contemplated by Section 1(b). In addition, Riverwalk shall mitigate disruption to the use and enjoyment of the Remote Parking Area by using commercially reasonable efforts to adhere to the construction schedule for its construction activity on and to the Remote Parking Area set forth in Exhibit D attached hereto and made part hereof (the "Remote Parking Construction Work"). HP Blackbird hereby grants a non-exclusive license to Riverwalk, and its contractors, subcontractors, agents, licensees, and permittees over and across the Remote Parking Area for purposes of Riverwalk performing its Remote Parking Construction Work. 2. Term. This Agreement shall be effective starting on the Effective Date, and shall terminate upon the substantial completion of the Riverwalk Project (the "Term"). The Riverwalk Project will be considered substantially complete upon the issuance of all necessary Certificates of Occupancy. 3. No Lease or Easement, Assignment. The City represents that it is the sole owner in fee simple of the Century Center Lot, and having obtained prior consent from ASM Global, the current manager of the Century Center Lot, the City represents it has the lawful right to permit the HP Blackbird to use the Century Center Lot under this Agreement. The City and HP Blackbird acknowledge and intend that this Agreement will not constitute a lease of or an easement over the Century Center Lot or the Parking Spaces, and neither HP Blackbird nor Crowe will have the right or authority to convey any leasehold or other interest in the Century Center Lot or the Parking Spaces to any other person or entity, provided, however, that HP Blackbird may permit the tenants of the Crowe Building to use the Parking Spaces licensed hereunder. Except as expressly provided in this Agreement, any attempt by HP Blackbird to grant or lease any interest in the Century Center Lot or the Parking Spaces to any other person or entity will be void ab initio and of no force or effect. The Parties agree that neither this Agreement nor any of the rights under this Agreement may be assigned, in whole or in part, to any other party without the prior written consent of the other Parties hereto. 4. Maintenance. At all times during the Term, the City will be responsible for the maintenance and repair of the Century Center Lot. When the Temporary License is in effect such maintenance and repair shall include, without limitation, clearing all ice and snow from the Parking Spaces (as the same may be designated or configured from time to time pursuant to Section 1 of 9