Group Account Parking Permit Agreement

This Group Account Parking Permit Agreement (the or this “Agreement”), effective as of the date of last signature hereto, is entered into by and between the undersigned customer and Buffalo Niagara Medical Campus, Inc. (“BNMC”). “You,” “Your” or the “Group” refers to the undersigned customer entering this Agreement. For the purposes of clarity, any and all references to “affiliates” of BNMC herein shall include the following BNMC affiliates and/or subsidiaries: 134 High Street, LLC; 854 Ellicott St., LLC; 589 Ellicott Street, LLC; 73 High Street, LLC; BNMC Parking LLC, Innovation Center Annex LLC, and 927-937 Washington LLC.
1. The terms and conditions of this Agreement shall govern: (i) the Group’s receipt and use of any parking permit(s), which may be provided in the form of a sticker, certificate, hangtag or other tangible device (each a “Parking Permit” and collectively, “Parking Permits”) delivered to the Group by BNMC for use in connection with one or more of the parking facilities leased, owned and/or operated by BNMC, or its affiliates (each a “Parking Facility” and collectively, “Parking Facilities”); and (ii) Group’s access to, and use of, any and all Parking Facilities, as further set forth herein. These terms may be subject to change by BNMC without notice.

2. In consideration of Your receipt of one or more Parking Permits and access to and use of the Parking Facilities, You agree to pay BNMC the rate per Parking Permit, as set forth below, together with any and all charges accrued to Your group account. Your payment is due on the 1st of each month and can be made through the certain online portal as made available to You by BNMC (the “Portal”), unless alternative arrangements are made with BNMC. BNMC reserves the right to charge You a $15.00 late fee when Your account balance(s) remain(s) outstanding for 5 business days past due. BNMC may suspend or cancel this Agreement for non-payment or breach of these terms. Termination of this Agreement will cancel Your account with BNMC, all Parking Permits, and all parking privileges for each individual registered with Your account, each with immediate effect.

3. Notwithstanding any language to the contrary, BNMC reserves the right to suspend or cancel this Agreement at any time, with or without reason.

4. BNMC may change Your parking location at any time, with or without reason.

5. Accepted payment methods are MASTERCARD, VISA, Discover, AMEX, and Debit Card, with payment made through the Portal.

6. Individual parkers added to Your account, who do not already have a valid and effective Monthly Parking Permit (defined in Exhibit A to this Agreement) and corresponding Hangtag (defined in Exhibit A to this Agreement), will be charged to Your account a one-time ten dollar ($10.00) activation fee and a twenty-five dollar ($25.00) refundable security deposit for each Parking Permit distributed under Your account. Parking Permits damaged through no fault of You or the registered individual parker will be replaced free upon return. Lost or stolen Parking Permits require a twenty-five dollar ($25.00) replacement fee each, to be billed to the Group account. To receive the twenty-five dollar ($25.00) security deposit refund, each applicable Parking Permit must be returned to BNMC within 30 days of cancellation in good and operable condition. Mail Parking Permits to BNMC Parking at 640 Ellicott St., Suite 400 Buffalo, NY 14203.

7. Cancellation for Your account(s) must be submitted through the Portal or via email at least 10 days prior to the end of the month; otherwise, payments still apply and You shall remain liable for timely payment thereof in accordance herewith. Phone cancellations are not accepted. Refunds are not issued for cancellations made during an ongoing month.

8. You shall, at all times, remain responsible for: (i) managing all individual parkers registered within Your group account; and (ii) all charges incurred under Your group account for monthly parking.

9. Prior to registering any individual parkers under Your account, each individual parker to be so registered must sign, accept, and agree to the certain terms and conditions of the certain User Agreement, and made part hereof, in order to utilize one or more Parking Facilities in connection with Your group account, provided that said individual parker does not already then-have a valid and effective Monthly Parking Permit and corresponding Hangtag.

10. The Group account does not guarantee parking availability at any Parking Facility. Group agrees that it must submit written request to BNMC before Group registers any one (1) or more individual parkers to the Group account, and provided further, BNMC reserves the right to limit or reduce the number of individual parkers who can be registered under each Group account.

11. Each registered individual parker under Your group account will be assigned a Parking Permit, which is non-transferable. In the event a registered individual parker elects to cease further use of a Parking Permit, said individual must return said Parking Permit to BNMC and it cannot be assigned to other parkers not registered to Your group account. If You desire to assign said Parking Permit to a different individual parker registered to Your account, You must first receive prior written consent from BNMC.

12. Notwithstanding any language contained to the contrary, BNMC is not responsible: (i) to maintain any insurance, in any amount and/or coverage type, which shall insure any vehicles registered to Your account, the insurance obligation of which shall, at all times, be the sole responsibility of the respective individual parker registered to Your account; and (ii) for any loss or damage to vehicles registered to Your account, or their contents, as caused by fire, theft, collision, or any other event. Vehicles left in a Parking Facility, unattended for 24 hours or more, may be removed at BNMC’s discretion.

13. Governing law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each party hereto irrevocably agrees that the courts of competent jurisdiction located in the County of Erie, in the State of New York, shall have the exclusive jurisdiction to address any and all claims arising from or relating to this Agreement.

14. Insurance. Unless otherwise waived by BNMC in writing, for so long as You maintain one (1) or more accounts, as contemplated herein, You shall keep and maintain the following insurance coverage types and corresponding limits: (i) commercial general liability insurance, with coverage for claims of property damage, bodily injury, including death, personal and advertising injury, products/completed operations, and contractual liability, with coverage limits of no less than One Million U.S. Dollars ($1,000,000.00) per occurrence, Three Million U.S. Dollars ($3,000,000.00) annual aggregate; and (ii) network risk and cyber liability coverage (including coverage for unauthorized access, failure of security, breach of privacy protocols, as well as notification costs and regulatory defenses) with coverage limits no less than Five Million U.S. Dollars ($5,000,000.00) per occurrence and annual aggregate (with Section 14(i)-(ii) to be collectively referred to as the “Group Insurance”). The Group Insurance shall name BNMC, together with its affiliates, as additional insured under the Group Insurance. The Group Insurance shall apply on a primary and non-contributory basis and may not be amended, cancelled or allowed to lapse without thirty (30) days’ prior written notice to BNMC. You shall provide certificate(s) or binders evidencing procurement of the Group Insurance to BNMC upon its request from time to time.

15. Indemnification. You shall defend, indemnify and hold harmless BNMC, its affiliates, and their respective officers, directors, managers, members, employees, agents and representatives thereof from and against any and all actions, claims, suits, proceedings, liabilities, damages, awards, judgments, fines, fees, penalties, settlements, costs and expenses (including, but not limited to, reasonable attorney’s fees) arising from or relating to Your acts, omissions, negligence and/or breach of contract in connection with this Agreement.

16. Limitation of Liability. IN NO EVENT SHALL BNMC, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS AND REPRESENTATIVES THEREOF, BE LIABLE TO YOU FOR ANY AND ALL SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER CAUSED AND ON ANY LEGAL OR EQUITABLE THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, EVEN IF THE FOREGOING PERSONS OR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY BREACH OF CONDITIONS OR FUNDAMENTAL TERMS OR FOR A FUNDAMENTAL BREACH. IN ANY CASE, BNMC’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT RECEIVED BY BNMC FROM YOU FOR YOUR ACCESS TO AND USE OF THE PARKING FACILITIES PURSUANT TO THIS AGREEMENT.

17. Disclaimer of Warranty and Release. To the greatest extent permitted by applicable law: (i) BNMC provides You with access to each Parking Facility, and You accept the same, “as-is” and with all faults, without any representation or warranty, whether express or implied, as to the suitability or fitness of purpose; and (ii) You do hereby waive, release, discharge and covenant not to sue BNMC, its affiliates, and their respective officers, directors, managers, members, employees, agents and representatives, for any claims, demands or damages, of every kind and nature, known or unknown, arising out of in anyway connected with this Agreement and Your access to and use of any Parking Facility.

18. Severance. In the event any term, condition, clause or provision of this Agreement shall be found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of said invalidity, illegality or unenforceability.

19. Entire Agreement. This Agreement, together with any exhibits attached hereto, contains the entire understanding of the parties hereto with respect to the subject matter hereof and shall supersede all such prior and contemporaneous agreements and understandings, whether oral or written, with respect to the subject matter hereof.

20. Amendment; Waiver. This Agreement may be amended or modified only a written instrument duly executed by the parties hereto. Any waiver of the terms or conditions hereof shall be made only by a written instrument duly executed and delivered by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof, shall in no manner effect the right to enforce the same. No waiver by either party of any term or condition, or the breach of any term or condition contained in this Agreement in one or more instances shall be deemed to be, or construed as, a further or continuing waiver of any such condition or breach or a waiver of any other condition or the breach of any other term or condition.

21. Binding Effect; Assignment. The parties hereto each respectively acknowledge and agree that this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. You may not transfer or assign any rights or obligations You have under this Agreement without BNMC’s prior written consent. BNMC may transfer or assign this Agreement, or any right or obligation under this Agreement, at any time.

22. Counterparts and E-Signature. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original agreement, and when taken together, all of which shall constitute one and the same agreement. This Agreement may be executed by hand or electronically, and any electronic signatures shall be considered the same as handwritten for the purposes of validity, enforceability and admissibility.