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LICENSE AGREEMENT THIS LICENSE AGREEMENT (the "Agreement") is made and executed at North Olmsted, Ohio, by and between the City of North Olmsted, an Ohio municipal corporation (hereinafter, "Licensor"), whose main office is located at 5200 Dover Center Road, City of North Olmsted, Ohio 44070, and Morris Pontiac - GMC, Inc., dba Morris Cadillac - Buick - GMC, Inc. (hereinafter, "Licensee"), whose main office is located at 26100 Lorain Road, North Olmsted, Ohio 44070, as follows: RECITALS A. Licensor is the owner of certain real property located at 26000 Lorain Road, North Olmsted, Ohio, 44070 ("Licensor's Property"). B. Licensee is the sublessee of a certain parcel of land located adjacent to Licensor's Property, which subleased property Licensee ("Licensee's Property") will use for the construction of parking areas and buildings (the "Project") to expand its automobile dealership franchises. Licensee's Property is located at 26100 Lorain Road, North Olmsted, Ohio 44070. C. The design and construction phase of the Project requires certain temporary access through a portion of Licensor's Property, as more fully depicted and described on Exhibit A attached hereto and incorporated herein by reference ("Access Area"), for construction and inventory vehicle circulation. D. To assist in the project, Licensor desires to grant to Licensee a license on the terms and conditions set forth below, in order to provide to Licensee access to Licensor's Property for ingress and egress to Licensee's Property during construction of the Project. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the parties hereby agree as follows: 1. Licensor grants to Licensee a non-exclusive license to use the Access Area for the purpose of ingress and egress to Licensee's property for a period of one (1) year commencin J?_y 2, 2013. 2. Licensor expressly retains and reserves the right to enjoy the use of the Access Area for any and all purposes. 3. The Access Area and all improvements therein shall at all times remain the property of Licensor, and Licensor may use, maintain, make repairs to and replace the property and improvements within the Access Area, in whole or in part at any time, without unreasonable disruption of Licensee's permitted uses. 4. Licensee agrees that it shall use the Access Area and exercise its rights hereunder at its sole risk, cost and expense. Licensee agrees for itself and its agents, employees, successors and assigns, to use the Access Area and its right to access across Licensor's Property in common with Licensor and its employees, invitees and guests and further agrees that it shall