25O - SPACE AT SA REGIONAL TRANSP CTR

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DO NOT RECORD Section 8.09 Time of Essence Time is expressly declared to be of the essence in this Agreement. Section 8.10 Governing Law This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. Section 8.11 Survival Terms and conditions of this Agreement which by their sense and context survive the termination or expiration of this Agreement, shall so survive. Section 8.12 State of Emergency/Public Necessity Due to the fact that The Depot has been designated a Homeland Security Evacuation Center, upon the declaration of a state of emergency/public necessity, Licensor may, give immediate notice in writing to Licensee to suspend or revoke normal operation under this Agreement without liability to Licensee when the emergency/public necessity so requires, or to suspend operation immediately hereunder temporarily in the event of such public emergency, as maybe determined by the City Manager. Such suspension will terminate as soon as the public necessity or emergency no longer exists. Licensee shall be compensated for any time of suspended use or operation by Licensor in the form of an equal amount of time added onto the term of the License by Licensor (i.e. Licensee suspends operation for 2 months due to state of emergency, License is extended an additional 2 months). Section 8.13 Conflict of Interest Licensee covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of this License Agreement specified herein. Section 8.14 Attorney's Fees 11 250-13