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<br />and unloading areas, trash areas, ramps, platforms, public restrooms, <br />landscaped areas and common walkways and sidewalks necessary for access to <br />the Courthouse Square and the Courthouse building. <br /> <br />7.2 Rules and ReQulations - Chapter 33 Ordinance. Licensor reserves the right to <br />exercise control and management of the common areas and may establish, <br />modify, change and enforce such reasonable rules and regulations (as specified <br />in Exhibit "C", Draft Chapter 33A Article 4 Courthouse Square, attached <br />hereto and incorporated herein) as Licensor deems desirable for the <br />management of the pavilions and the remaining areas of Courthouse Square. <br />Upon City Council approval of a finalized version of Exhibit "C", the Licensor will replace <br />and Licensee shall agree to the replacement of Exhibit "C" with the final approved <br />municipal ordinance Licensee agrees to abide by and conform to such reasonable <br />rules and regulations and shall be responsible for the compliance with same by <br />its employees, agents, customers and invitees. The failure of Licensor to enforce <br />any such reasonable rules and regulations against Licensee or any other <br />vendors shall not be deemed to be a waiver of same. Licensee's failure to keep <br />and observe said reasonable rules and regulations shall constitute a breach of <br />the terms of this Agreement in the same manner as if the rules and regulations <br />were contained herein as License Agreement covenants. <br /> <br />7.3 Courthouse Sauare Closure. Licensor shall have the right to close all or any <br />portion of the common areas at such times and for such periods as may, in the <br />opinion of the Licensor, be necessary to preserve Courthouse Square as a public <br />plaza, or to prevent the accrual of any rights in any person; and Licensor may <br />also close said common areas for purposes of maintenance and repair services <br />as may be required. <br /> <br />8. TAXES <br />8.1 Licensee shall pay its assessed Possessory Interest Tax to San Mateo County <br />on an annual basis. The Licensor is not responsible for determining how this <br />possessory interest is calculated by San Mateo County. <br /> <br />9. SECURITY MEASURES <br />9.1 Licensee hereby acknowledges that the license fee payable to City hereunder <br />does not include the cost of guard service or other security measures, and that <br />City shall have no obligation whatsoever to provide same. Licensee assumes all <br />responsibility for the protection of Licensee, its agents and invitees from acts of <br />third parties, and shall indemnify, defend, and hold harmless Licensor for claims <br />related to failure to provide security. Any provision of security services provided <br />by Licensor shall not constitute acceptance of liability for acts on the Premises. <br /> <br />10. ASSIGNMENT <br />10.1 Licensor's Consent Reauired. Licensee may not assign its rights under the <br />License, nor any interest therein, and shall not encumber the Premises or any <br />part thereof, nor any right or privilege appurtenant thereto, nor allow or permit <br />any other person(s) to occupy or use the Premises, or any portion thereof, <br />without Licensor's prior written approval, which shall be in the sole discretion of <br />Licensor. Consent by Licensor to one assignment, occupation or use by another <br />person shall not be deemed to be consent to any subsequent assignment, <br />occupation or use by another person. No assignment or encumbrance by <br /> <br />ATTY/AGR/2009.025 <br />061609 <br /> <br />~InitialS <br /> <br />Page 5 <br />