Item 19 - Site License Agreement for Bus Passenger Services

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conditions of this Agreement or the Lease Agreement attached hereto as Exhibit C, and incorporated herein by reference. Such suspension or termination shall be effective immediately. City may temporarily suspend access to and use of all or any portion of the License Area for operational, maintenance, repair, security, emergency or other purposes at City's discretion. City will provide Licensee with as much notice as is reasonably possible prior to any such suspension, which notice will include: (a) the date when such suspension of access and use will commence; (b) the anticipated duration of such suspension of access and use; (c) the reason for such suspension of access and use; and (d) that portion of the License Area subject to such suspension of access and use. During such periods of suspension, Licensee will be unable to access, use or operate on that portion of the License Area to which City has suspended access and use. If, during such periods, Licensee desires or needs to continue to operate its bus service, it shall be solely responsible for the provision of the same without the use of that portion of the License Area over which access and use have been suspended. City shall not be liable for any cost or damage incurred by Licensee as a result of any suspension of access or use pursuant to this Section 1.10, including, without limitation, any consequential damages resulting therefrom. City shall use reasonable commercial efforts to provide alternate space in the License Area during the period of suspended access and use. Licensee may at any time terminate the license created by this Agreement by prior written notice pursuant to Section 2.1 of this Agreement to the City. 1.11 Compliance with Laws; Regulatory Approvals. Licensee shall, at its sole expense, conduct and cause to be conducted all activities on the Facilities in compliance with all laws, regulations, codes, ordinances and orders of any governmental or other regulatory entity, and whether or not in the contemplation of the parties. 1.12 Indemnification. Licensee shall indemnify, defend, and hold harmless City, and its respective agents, representatives, employees, subsidiaries and affiliates ("Covered Parties") from and against any and all actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries and damages to persons and property, including death, arising out of or related to Licensee's use of the License Area, the entry by any Licensee Party on the License Area or any portion of the Property or surrounding property, or Licensee's breach or default in the performance of any of its obligations under this Agreement; provided, however, that Licensee will not be obligated to indemnify the Covered Parties from any claims arising solely from the gross negligence or willful misconduct of a Covered Party. If any action or proceeding is brought against any Covered Party by reason of any such claim, Licensee, upon receipt of written notice from Covered Party, shall defend the same at Licensee's expense with legal counsel reasonably acceptable to Covered Party. Payment of any settlement or judgment by Covered Parties shall not be a condition precedent to recovery under any indemnification in this Agreement, and a finding of liability or an obligation to indemnity shall not be a condition precedent to the duty to defend. The provisions of this Section 1.12 shall survive the termination or expiration of this Agreement. 1.13 Insurance. Certificate Holder must be addressed as follows: City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana, CA 92702 4