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<br />Page | 57 <br />4894-6811-3695v.2 0017787-000542 <br />4894-6811-3695v.2 0017787-000542 <br />19.4 Quitclaim of Interest upon Termination. Upon termination of this Lease for any <br />reason whatsoever in accordance with the terms of the Lease, Tenant shall execute, acknowledge, <br />and deliver to Lessor, within five (5) business days, a good and sufficient deed, in a form as approved <br />by the Lessor, whereby all right, title, and interest of Tenant in the Premises is quitclaimed back to <br />Lessor (“Quitclaim Deed”). The Quitclaim Deed shall then be recorded by Lessor to remove any <br />cloud on title created by this Lease. In the event that the Tenant fails to provide such Quitclaim <br />Deed within five (5) additional business days after written demand by either the County or City, the <br />Parties agree that the County and City will be damaged and entitled to compensation for those <br />damages. Such actual damages will, however, be extremely difficult to ascertain. Therefore, if <br />the Tenant does not provide the required Quitclaim Deed after such notice and cure period, in <br />addition to any other remedy provided by law or equity, the Tenant shall pay the Lessor $2,000 per <br />day for every day that passes until a Quitclaim Deed is delivered, which amount shall be deemed to <br />constitute a reasonable estimate of Lessor’s damages and not a penalty. Such amount shall become <br />due and payable by Tenant to Lessor for each calendar day that passes beyond the cure period. <br />Notwithstanding the foregoing, if the Tenant has disputed the termination of the Lease by Lessor, <br />upon a final determination by a court of competent jurisdiction that the Lease has not been <br />terminated, Tenant shall not be subject to payment of the foregoing damages. <br />19.5 Public Records. Tenant acknowledges that any written information submitted to <br />and/or obtained by Lessor from Tenant or any other person or entity having to do with or related to <br />this Lease and/or the Premises, either pursuant to this Lease or otherwise, is a “public record” open to <br />inspection and copying by the public pursuant to the California Public Records Act (Government <br />Code §6250, et seq.) (“CPRA”) as now in force or hereafter amended, or any Law in substitution <br />thereof, or otherwise made available to the public, unless such information is exempt from disclosure <br />pursuant to the applicable sections of CPRA. In the event that a CPRA request is made for any <br />financial statements and records (not including Gross Receipts Statements) and the Lessor <br />determines that the records must be turned over, the Lessor will give Tenant fifteen (15) days’ <br />written notice prior to turning over such records so that Tenant can take any necessary action , <br />including, but not limited to, injunctive relief, to prevent Lessor from turning over such financial <br />statements and records. <br />19.6 Attorney’s Fees. In any action or proceeding brought to enforce or interpret any <br />provision of this Lease, or where any provision hereof is validly asserted as a defense, each Party <br />shall bear its own attorneys’ fees and costs. <br />19.7 Payment Card Compliance. Should Tenant conduct credit/debit card transactions in <br />conjunction with Tenant’s business with the County and/or Agency, on behalf of the County and/or <br />Agency, or as part of the business that Tenant conducts on the Premises, Tenant covenants and <br />warrants that it will during the course of such activities be Payment Card Industry Data Security <br />Standard (“PCI/DSS”) and Payment Application Data Security Standard (“PA/DSS”) compliant and <br />will remain compliant during the entire duration of its conduct of such activities. Tenant agrees to <br />immediately notify Lessor in the event Tenant should ever become non-compliant at a time when <br />compliance is required hereunder, and will take all necessary steps to return to compliance and shall <br />be compliant within ten (10) days of the commencement of any such interruption. Upon demand by <br />Lessor, Tenant shall provide to Lessor written certification of Tenant’s PCI/DSS and/or PA/DSS <br />compliance. <br />EXHIBIT 11