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terms, conditions, and covenants herein contained. 24. GOVERNING LAW AND VENUE (SALic-3.3 N) This License has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this License, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure section 394. The Parties expressly understand and agree that this License constitutes a license for use of the License Area. This License is not intended by the Parties, nor shall it be legally construed, to convey a leasehold, easement, or other interest in real property. County acknowledges that a license is a valid form of agreement and shall not contest the validity of the form of this License in any action or proceeding brought by County against the Licensor, or by the Licensor against County. Should either Party be compelled to institute arbitration, legal, or other proceedings against the other for or on account of the other Party's failure or refusal to perform or fulfill any of the covenants or conditions of this License on its part to be performed or fulfilled, the Parties agree that the rules and principles applicable to licenses shall govern such actions or proceedings. 25. ATTORNEYS' FEES (SALic-3.4 S) In the event of a dispute between Licensor and County concerning claims arising out of this License, or in any action or proceeding brought to enforce or interpret any provision of this License or where any provision hereof is validly asserted as a defense, each Party shall bear its own attorney fees and costs. 26. TIME OF ESSENCE (SALic-3.5 S) Time is of the essence of this License. Failure to comply with any time requirements of this License shall constitute a material breach of this License. 27. CONDITION OF LICENSE AREA UPON TERMINATION (SALic-3.7 S) Except as otherwise agreed to herein, at its sole cost, County shall, at the expiration or earlier termination of this Agreement, restore the License Area to its original condition in which it existed immediately prior to the Agreement, leave the License Area in a neat and clean condition to the sole satisfaction of City, free of trash, and debris, and remove all property and materials of County.. 28. RELATIONSHIP OF PARTIES (SALic-3.9 S) The relationship of the parties hereto is that of Licensor and County, and it is expressly understood and agreed that Licensor does not in any way or for any purpose become a partner of or a joint venture with County in the conduct of County's business or otherwise. Orange County 7 Rent Free Acquisition License Registrar of Voters License Number LA-156 CITY OF SANT'A ANA