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maintenance work is ongoing for longer than forty-eight (48) hours, the City shall provide <br /> alternative parking arrangements for staff and teachers of the Community Center. <br /> (10) Assignment and Subletting. Chabad shall not assign its interest in this License <br /> Agreement, the License granted hereunder, or sublicense all of any part of the Parking Spaces <br /> without City's prior written consent, which consent may be granted or withheld in the City's sole <br /> discretion. <br /> (11) Indemnification. Chabad agrees that the City shall not assume any responsibility <br /> for the vehicles parked within Parking Spaces under this Agreement and the contents therein. <br /> Chabad, as a material part of the consideration rendered to the City under this Agreement, to the <br /> extent permitted by law, hereby waives all claims against the City, its agents, representatives, <br /> officers, directors, officials and employees for loss, theft or damage to vehicles parked within the <br /> Licensed Parking Spaces under this Agreement and the contents therein. Chabad hereby agrees <br /> to indemnify, defend and hold harmless the City, its agents, representatives, officers, directors, <br /> officials and employees against any and all liabilities, damages to property or injuries to person, <br /> claims, costs or expenses whatsoever (including all reasonable attorney's fees and cost whether <br /> suit be brought or any appeals be taken therefrom) arising from, growing out of or connecting in <br /> any way to this Agreement, or in any manner resulting from or in connection with use of the <br /> Licensed Parking Spaces. <br /> (12) Compliance with Laws. Chabad and its officers, employees, and visitors, shall at <br /> all times comply with all laws, codes, ordinances and regulations, applicable to this Agreement <br /> and Chabad's use of the Licensed Parking Spaces. <br /> (13) Governing Law. This Agreement shall be governed by and construed in <br /> accordance with the laws of the State of Florida. Venue shall be in Miami-Dade County, Florida. <br /> (14) Entire Agreement. This Agreement shall constitute the entire agreement between <br /> the parties and any prior understanding or representation of any kind preceding the date of this <br /> Agreement shall not be binding upon either party except to the extent incorporated in this <br /> Agreement <br /> (15) Amendment. This Agreement contains the entire agreement of the parties, and may <br /> be amended, waived, changed, modified, extended or rescinded only by a written document <br /> which (i) specifically refers to the provision of this Agreement to be amended and (ii) is signed <br /> by both parties. <br /> 47808796;1 3 <br />