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2. LICENSE FEE AND TERM 2.1 License Fee. As consideration for its use of the Property, Licensee agrees to pay to City $4,400 per month for the term of this Agreement. License fees for any partial month shall be pro -rated. Payment shall be made payable to the City of Santa Ana, in advance for each month, no later than the 10a' of the prior month, at the following address: Public Works Agency, City of Santa Ana M-21, Administrative Services Manager, 20 Civic Center Plaza, PO Box 1988, Santa Ana, CA 92702. A late charge of ten percent (10%) shall be applied to any payment hereunder due but unpaid after the 10a' of the month. The consideration for this License shall be subject to a CPI adjustment annually utilizing the most recently published annual average, on the anniversary of the Effective Date during the term hereof. 2.2 Term and Revocation of License. The term of this Agreement shall commence on the Effective Date and will remain in effect for a tern of two (2) years, unless and until a sixty (60) day written notice to vacate premises is provided by the City or Licensee. This Agreement shall automatically renew each month thereafter for an additional three (3) years, unless and until a sixty (60) day written notice to vacate premises is provided by the City or Licensee. hi no case shall the maximum term of this Agreement exceed five years without the prior written consent of the City. Notwithstanding anything to the contrary in this Agreement, City may revoke this License at any time by providing sixty (60) days' written notice to Licensee. 3. WARRANTIES AND ASSIGNMENT 3.1 AS -IS Condition. City makes no representation or warranty of any kind as to the condition of the Property or any other matter relating to Licensee's use of the Property. Licensee hereby disclaims and waives any and all objections to the physical and other characteristics and conditions of the Property. Licensee acknowledges and agrees that the use of the Property will be on the basis of Licensee's own investigation of the condition of the Property. The license to use the Property is granted on an "AS -IS," "WITH ALL FAULTS" basis, without representation or warranty expressed or implied by City, or by operation of law. City expressly disclaims, which Licensee hereby acknowledges and accepts, any implied warranty of condition or fitness for a particular purpose or use. Licensee's use of the Property shall be subject to the Property being in a usable and safe condition at the time of Licensee's use, and Licensee shall be solely responsible for determining whether the Property is in such condition. In connection therewith, in the event that the Property or access thereto is damaged or obstructed, or the use by Licensee is otherwise impaired, prevented or limited, City shall have no obligation or duty to repair the damage or rectify the condition to make the Property usable or safe. 3.2 No Assignment or Sublicense. The permission, rights and privileges granted under this Agreement are nonexclusive and nontransferable. Licensee shall not, either voluntarily or by operation of law, assign, transfer, mortgage or encumber this License or any obligation, right, title or interest assumed by Licensee herein, without the prior written consent of the City, which may be withheld at the sole discretion of the City. Licensee shall not sublicense, or permit, or suffer the Property or any part thereof to be used or occupied by others. If Licensee attempts an assignment or transfer of this License or any obligation, right, title or interest herein, City may at its option, immediately terminate the License and shall thereupon be relieved from any and all obligations to Licensee or to its attempted assignee or transferee. �J�-f4