FIRST AMERICAN TITLE INSURANCE COMPANY-2013

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?3Ff N-2013-111 L MASTER LICENSE AGREEMENT This MASTER LICENSE AGREEMENT ("Agreement") is dated for reference purposes as of August 1, 2013, and entered into by and between FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation ("First American"), and the CITY OF SANTA ANA, a charter city and California municipal corporation ("Licensee"). RECITALS: A. First American Financial Corporation ("FAC"), First American's parent company, is the owner of that certain real property located at 114 E. 5`" St., Santa Ana, CA ("Property"). B. Licensee desires to use the courtyard parking lot on the Property ("License Area") as a command post for Licensee's police department's mounted patrol (i.e., horse patrol) for the Cinco de Mayo Festival held each year in the City of Santa Ana in the month of May and the Fiestas Patrias Festival held each year in the City of Santa Ana in the month of September (each, an "Event"). C. First American is willing to grant to Licensee from time to time a license to use the License Area for such purpose and for such Events, on the terms and conditions set forth herein. D. The parties desire to enter into this Agreement for purposes of creating a master agreement that will govern Licensee's use of the License Area for such Events. NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Term; Termination. The term of this Agreement shall commence on September 1, 2013, and shall continue on a month to month basis until termination. Either party shall have the right to terminate this Agreement upon five (5) days' advance written notice to the other party. In addition, First American shall have the right to terminate this Agreement if Licensee does not comply with its obligations hereunder. No termination shall release either party from any default or terminate any obligation of either party which by its nature survives the termination. 2. Procedures for Requesting License. No later than twenty (20) days prior to the date that Licensee desires to use the License Area for an Event, Licensee shall submit to First American's Representative a Request for License in the form attached hereto as Exhibit "A" ("Request"). First American's Representative shall endeavor to respond to Licensee's Request within five (5) business days after receipt of the Request, which written response may be via email. Licensee acknowledges and understands that the granting or the denial of the Request shall be in First American's sole and absolute discretion and is without restriction or limitation of any kind, and Licensee shall have no expectation that a Request shall be granted as to any particular Event. First American's Representative shall be Ed Hoffman or such other person(s) that First American may designate from time to time upon written notice to Licensee.