CALIFORNIA, STATE OF - JUDICIAL COUNCIL OF CALIFORNIA - 2005

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. . 1,6, No Abandonment or OverburdeninQ. No act or failure to act on the part of either Party shall be deemed to constitute an abandonment or surrender of any easement rights granted hereunder, except upon recordation by the grantee of a quitclaim deed specifically conveying such easement (or such portion thereof) back to the grantor. Without limiting the generality of the foregoing, mere non-use of any easement granted hereunder shall not prevent the grantee thereof from using the entire easement to the fullest extent permitted hereunder in the future. It is the intention of the Parties that the easements granted hereunder be used for any and all purposes incidental or relating to the specified purposes, and no increase in the character, degree or nature of the use of such easements in the future, and no assignment, grant, license, transfer or conveyance of any subordinate rights by either Party shall, separately or in the aggregate, constitute an impermissible surcharge or overburdening of the servient estate. 2, Maintenance ObliQations. 2,1, Maintenance of Lift Station. The City shall operate, maintain, and repair the Lift Station in good condition such that the drainage needs of the State Parcel are adequately satisfied. The State shall reimburse the City for 18.75% of the reasonable out-of- pocket costs of operating, maintaining, and repairing the Lift Station located on the State Parcel for the preceding fiscal year ("Lift Station Costs"); provided, however, that the State's obligation to reimburse the City for the State's share of the Lift Station Costs shall be subject to the State's receipt of a statement detailing the Lift Station Costs for the preceding fiscal year and a budget appropriation by the State Legislature. The City shall maintain all records evidencing the Lift Station Costs for at least five (5) years following the City's delivery of the applicable statement, and the State shall have the right to audit the statement and records associated with the Lift Station Costs. If such audit reveals that an increase or decrease to the Lift Station Costs is appropriate, the Parties shall cooperate in good faith to make the necessary reimbursements or adjustments within a reasonable period of time after the State's completion of such audit; provided, however, that the State shall not be obligated to make any payments unless and until any discrepancies revealed by such audit are resolved by the Parties. 2.2. Maintenance and Repair of City ParkinQ Structure. The City shall, at its sole cost and expense, operate, maintain, and repair all portions of the City Parking Structure in good condition, except for the interior surfaces, lighting, fixtures, and security improvements within the State Parking Area, which the State shall operate, maintain, and repair in good condition, at the State's sole cost and expense. The State shall have the right to (i) install a secured access card and parking gate entry system for the State Parking Area, and (ii) conduct security background investigations on any personnel, staff, or contractors employed or contracted by the City or its Related Parties, or any other persons who may have operational access to, or responsibility for, the secured areas of the State Parking Area. If the State determines (in its sole and absolute discretion) that any personnel of the City or its Related Parties do not satisfy the security background requirements of the State, the State shall have the right to refuse and/or restrict access to the State Parking Area by such personnel. 2.3. DamaQe or Destruction of City ParkinQ Structure. If all or any portion of the City Parking Structure is partially or totally damaged or destroyed by fire or other casualty such that the State Parking Area is not usable or accessible by the State in whole or in part, the City shall diligently repair such damage in order to fully restore the State's access to and use of the State Parking Area and/or the Additional Parking (as applicable) as soon as reasonably possible. During the time period that the State does not have access to or use of all or a portion of the State Parking Area, the City shall use best efforts to provide the State with temporary 557986.11 3