ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (2)

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FILE: OC-285 et seq. and/or the California Relocation Assistance Law, as amended, California Government Code §7260 et seq; and (ii) compensation under any eminent domain or inverse condemnation law. 1 A Condition of License Property. Licensee acknowledges that it has inspected and accepts the License Property in its present condition as suitable for the use for which this license is granted. Execution of this Agreement by Licensee shall be conclusive to establish that the License Property is in a condition which is satisfactory to Licensee as of the Commencement Date, 2. Payments 2.1 License Fee. As consideration for the rights given hereunder, Licensee agrees to pay to OCTA the Additional License Fee specified in Item 5 of the Basic License Provisions. The one-time Additional License Fee is due and payable upon execution of this Agreement 2.2 License Fee Adjustment. [intentionally deleted] 2.3 Fair Market Adiustment, [Intentionally deleted] 2.4 Late Charge. (Intentionally deleted] 3. Taxes. Licensee shall be liable for and agrees to pay promptly and prior to delinquency, any tax or assessment, including but not limited to any possessory interest tax, levied by any governmental authority: (a) against the Facility and its operations the License Property and/or any personal property, fixtures or equipment of Licensee used in connection therewith, or (b) as a result of the Licensee's Parties' use of the License Property, or the Facility. 4. Construction. All construction work performed or caused to be performed by Licensee on the Facility or the License Property after the initial construction shall be performed in accordance with any and all applicable laws, rules and regulations (including the OCTA's rules and regulations), and in a manner which (1) meets or exceeds the then applicable standards of the industry for such construction work, and (ii) Is satisfactory to OCTA. Prior to commencement of any construction, maintenance, reconstruction, installation, restoration, alteration, repair, replacement or removal (other than normal maintenance) (hereinafter, "Work") on the License Property, Licensee shall submit work plans to OCTA for review and approval. Any such Work must be carried out pursuant to work plans approved in writing by OCTA, which approval may not be unreasonably withheld and must be approved within (10) business days of receipt of plans by OCTA, otherwise such plans shall be deemed approved by OCTA. In addition, Licensee shall provide OCTA and all hollers of underground utility facilities located within the License Property with at feast 10 calendar days' written notice prior to commencement of any Work on the License Property or the Facility, except in cases of emergency, in which event Licensee shall notify OCTA's representative personally or by phone prior to commencing any Work Unless otherwise requested by OCTA, upon completion of any Work, Licensee shall restore the OCTA Property to its condition immediately preceding the commencement of such Work. 5. Contractors - Approval and insurance. Any contractors of Licensee performing Work on the Facility or the License Property shall first be approved in writing by OCTA, which approval may not be unreasonably withheld and OCTA shall approve the contractors within five (5) business days of notification, otherwise such contractors shall be deemed approved by OCTA. With respect to such Work, Licensee shall, at its sole cost and expense, obtain and maintain in full force and effect, throughout the term of such Work, insurance, as required by OCTA, in the amounts and coverages specified on, and issued by insurance companies as described Section 16. Additionally, Licensee shall cause any and all of its contractors and subcontractors which may (a) be involved with such Work, or (b) may, for any reason, Page 3of15 1487339.1