Item 28 - Agreement with County of Orange for Parking Lease at 420 N Main Street

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TT 5/7/2021 Page 6 of 12 420 N. Main Parking License Health Care Agency Standard Acquisition License Form 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. 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 attorneys’ 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. INSPECTION OF LICENSE AREA BY A CERTIFIED ACCESS SPECIALIST (SALic-3.6 S) A Certified Access Specialist (“CASp”) can inspect the License Area and determine whether the License Area comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the License Area, the commercial property owner or licensor may not prohibit the licensee or tenant from obtaining a CASp inspection of the License Area for the occupancy or potential occupancy of the licensee or tenant, if requested by the licensee or tenant. The Parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction- related accessibility standards within the License Area. Pursuant to California Civil Code 1938, Licensor hereby represents that the License Area has not undergone an inspection by a certified access specialist and no representations are made with respect to compliance with accessibility standards. If it is determined during this tenancy that a violation of handicapped access laws (including the Americans with Disabilities Act) exists at the License Area, Licensor shall correct such non- compliance at Licensor’s cost. 28. CONDITION OF LICENSE AREA UPON TERMINATION (SALic-3.7 S) Except as otherwise agreed to herein, upon termination of this Licens e, County shall redeliver possession of said License Area to Licensor in substantially the same condition that existed immediately prior to County's entry thereon, reasonable wear and tear, flood, earthquakes, war, and any act of war excepted. 29. DISPOSITION OF ABANDONED PERSONAL PROPERTY (SALic-3.8 S) County shall have the right to remove and to dispose of such personal property within a reasonable time upon termination of this License (whether by the terms of this License, abandonment, or matter of law) without liability therefor to County or to any person claiming under County. If the County should fail to remove such personal property within a reasonable time, then, at Licensor’s option, the personal property may be deemed transferred to the Licensor. EXHIBIT 1