VICALE, LLC AND ALDA SOUTH, LLC (2)-2016

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4. Should Owner, in violation of Section 4 herein, re -rent or allow any occupancy of Subject Property, City shall not be liable or responsible for any lost rents with respect to the Subject Property, and Owner shall be liable to the City and shall indemnify the City and hold the City harmless for and against any and all costs, damages, liabilities and/or expenses, including attorneys' fees and expert witness fees, incurred by the City in enforcing the terms of this Agreement, including any and all Relocation Costs incurred by the City as a result of Owner's breach of this Agreement and/or City's obligation to relocate any tenants of the Subject Property. 5. The City shall not call on Owner to make any special improvements to the Subject Property, but Owner hereby specifically covenants and agrees to keep the property in good order and condition, in compliance with all applicable federal, state and local laws, including the City of Santa Ana Municipal Code, at Owner's cost and expense. 6. Owner reserves the right to enter onto and inspect the Subject Property, and to make any necessary repairs to the Subject Property, in accordance with tenant's lease, as applicable. 7. Any payment payable hereunder for any period of time less than one (1) month shall be determined by prorating the monthly rental rates set forth in Section 1, based on the actual number of days in the month. 8. All notices required herein, or which may otherwise be given by either party to the other, shall be deemed to have been fully given when made in writing and deposited in the United States mail, certified and postage prepaid, and addressed as follows: To the Owner at: VICALE LLC and ALDA SOUTH, LLC 6625 Zumirez Drive Malibu CA 90265 cc: Chris Peterson Peterson Law Group 19800 MacArthur Blvd. Irvine CA 92613 To the City at: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attn: Jason Gabriel, Principal Civil Engineer Nothing shall preclude the giving of such written notice by personal service. 9. This Agreement shall terminate automatically on the earlier to occur of (a) the date the City acquires legal title to the Subject Property or (b) the date the City acquires legal possession to the Subject Property by means of a court order of pre -judgment possession in an eminent domain proceeding or (c) thirty (30) days following either party's written notice to the other party terminating this Agreement.