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on or about the Land or Building. Such indemnification shall include but not be <br />limited to the cost of defense of any legal claim, action, appeal or review arising out <br />of any such claim made by any third person. The foregoing indemnity shall survive <br />the expiration or earlier termination of this Lease. <br />15. Compliance With Law. Without limiting the generality of the foregoing provisions, The <br />Science Factory shall comply with all laws, rules, orders, ordinances, directions, regulations <br />and requirements of federal, state, county and municipal authorities pertaining to The Science <br />Factory's use of the Land and/or Building. <br />16. Utilities and Water Rights. <br />16.1 The Science Factory shall be responsible for providing and paying for all utilities, <br />including but not limited to gas, electricity, water, garbage and solid waste collection <br />and removal and telephone to the Land and Building. The Science Factory shall also <br />be responsible for all utility costs associated with walkway lighting, irrigation system <br />usage, and any other similar utilities that may be located on the Land, to the extent <br />that the same serve the Land. If any, utilities serving the Land or Building are not <br />separately metered to The Science Factory, City shall make a reasonable allocation <br />of the cost of the liabilities based on the use made by The Science Factory in <br />connection with the Land, and The Science Factory shall pay the amount thereof <br />within thirty (30) days after City gives notice to The Science Factory of the amount <br />allocated to The Science Factory. <br />16.2 The irrigated area in front of the Building is currently served by water drawn from <br />the Park canoe canal pursuant to City water rights to the Willamette River. City <br />reserves, and this Lease and the Acquisition Agreement do not convey, assign or <br />otherwise transfer to The Science Factory, any and all water rights related thereto. <br />17. Assignments and Subleases. <br />17.1 The Science Factory shall not transfer (whether by sale, gift or donation, operation <br />of law, assignment, sublease, pledge or encumbrance, or otherwise) or grant an <br />option to transfer or otherwise contract to transfer all or any portion of or interest in <br />the Land and/or Building, without the prior written consent of City. However, if the <br />proposed transferee is a non -profit corporation with tax- exempt status, and if the <br />proposed transferee affirmatively covenants in writing to be bound by all of the <br />terms, covenants, conditions and other provisions of this Lease (including, without <br />limitation, the provisions of Section 2, above, regarding the purpose and use to which <br />the Land and Building shall be put) and the Option Agreement referred to above in <br />Section 1, as and to the same extent that the provisions apply to The Science Factory, <br />City shall not withhold its consent. Otherwise, the decision as to whether to grant, <br />withhold or condition consent to a transaction covered by this Section 17 shall be <br />within City's absolute and unfettered discretion (without limiting the generality of the <br />foregoing, City may consider the use that the proposed transferee would make of the <br />interest to be transferred). <br />GROUND LEASE - 8 Exhibit B - Page 8 of 12 <br />