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<br />damages, costs and financial loss, including all costs and expenses and fees of litigation or arbit ration, that arise directly
<br />or indirectly from any acts or omissions related to this Lease performed by the State or its agents, employees, or other
<br />persons acting on the State’s behalf. This agreement to indemnify, hold harmless and defend shall apply whether such
<br />acts or omissions are the product of active negligence, passive negligence, willfulness or acts for which State or its
<br />agents, employees, or other persons acting on the State’s behalf would be held strictly liable.
<br /> (2) Lessor agrees to indemnify, hold harmless and defend the State, its officers, employees,
<br />representatives and agents from any and all liability, claims, demands, actions, damages, costs and financial loss,
<br />including all costs and expenses and fees of litigation or arbitration, that arise directly or indirectly from any acts or
<br />omissions related to this Lease performed by Lessor or its agents, employees, or others persons acting on Lessor’s
<br />behalf. This agreement to indemnify, hold harmless and defend shall apply whether such acts or omissions are the
<br />product of active negligence, passive negligence, willfulness or acts for which Lessor or its agents, employees, or other
<br />persons acting on Lessor’s behalf would be held strictly liable.
<br />
<br />18. MISCELLANEOUS –
<br />A. AMENDMENT OF LEASE – This lease may be amended by mutual consent of the State and Lessor. An
<br />alteration of or variation from the terms of this lease is not valid unless made in writing and signed by the parties to this
<br />lease.
<br />
<br />B. WAIVER – No term or provision of this lase may be deemed waived and no breach excused, unless that
<br />waiver or consent is in writing and signed by an individual authorized to so waive or consent. Any consent by either
<br />party to, or waiver of, a breach by the other, whether express or implied, does not constitute a consent to, waiver of, or
<br />excuse for, any other breach or subsequent breach, except as may be provided expressly in the waiver or consent.
<br />
<br /> C. FORCE MAJEURE – Except for defaults of subcontractors, Lessor and the State are not responsible fo r
<br />delays or failures to perform resulting from acts beyond the control of the nonperforming party. Those acts include, but
<br />are not limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, earthquakes, other disasters,
<br />governmental statutes or regulations imposed after the fact, and ancillary functions or utilities that are provided by a
<br />person or entity not a party to this lease. If a delay or failure in performance by Lessor arises out of a default of its
<br />subcontractor, and the default arises out of causes beyond the control of either Lessor or the subcontractor, without the
<br />fault or negligence of either of them, Lessor is not liable for damages for that delay or failure, unless the supplies or
<br />services to be furnished by the subcontractor were available from other sources in sufficient time to permit Lessor to
<br />meet the required performance schedule.
<br />
<br />D. TIME OF PERFORMANCE – Time is of the essence of this lease for purposes including the performance
<br />of services under any schedule established under this lease.
<br />
<br />E. ENTIRE AGREEMENT – This lease represents the complete and exclusive statement of the agreements
<br />between the State and Lessor with respect to the subject matter of this lease, and supersedes all prior agreements,
<br />proposals, representations, and other communications, written or oral, between the State and Lessor regarding this
<br />subject matter. The State and Lessor agree that there are no oral or written covenants, conditions, or agreements with
<br />respect to the subject matter of this lease except as set forth in this lease.
<br />
<br />F. GOVERNING LAW – This lease, and any amendments to this lease, shall be governed by and construed in
<br />accordance with the laws of the State of California.
<br />
<br />G. CONFLICT WITH EXISTING LAW – Lessor and the State agree that, if any provision of this lease is
<br />found to be illegal or unenforceable, that provision shall be deemed stricken and the remainder of this lease shall remain
<br />in full force and effect. Either party having knowledge of any such provision promptly shall inform the other of the
<br />presumed inapplicability of the provision. If the deletion of the illegal or unenforceable provision would substantially
<br />frustrate the purposes of this lease, the lease thereupon shall be terminated in a manner that is commensurate, to the
<br />maximum extent feasible, with the interests of both parties.
<br />
<br />IN WITNESS WHEREOF, this lease has been executed by the parties hereto as of the date first above written.
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