Item 24 - Site License and Lease Agreements with Pacific Shuttles, Inc.

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for the term of this Agreement. Licensee shall commence the payment of the License Fee on the Effective Date. Such payment shall be made payable to the City of Santa Ana, in advance for each month, and at the following address: payable to "The City of Santa Ana" and remitted to: City of Santa Ana M-13, 20 Civic Center Plaza, PO Box 1988, Santa Ana, CA 92702. A late charge of ten percent (10%) shall be applied to any_payment hereunder due but unpaid after the 10' of the month. The consideration for this License shall be subject to a CPI adjustment annually for the most current period (for All Urban Consumers) annually on the anniversary of the Effective Date of this Agreement. 1.7 AS -IS Condition. City makes no representation or warranty of any kind as to the condition of the License Area or any other matter relating to Licensee's use of the License Area. Licensee hereby disclaims and waives any and all objections to the physical and other characteristics and conditions of the License Area. Licensee acknowledges and agrees that the use of the License Area will be on the basis of Licensee's own investigation of the condition of the License Area. The license to use the License Area shall be granted on an "AS -IS," "WITH ALL FAULTS" basis, without representation or warranty expressed or implied by City, or by operation of law. City expressly disclaims, which Licensee hereby acknowledges and accepts, any implied warranty of condition or fitness for a particular purpose or use. Licensee's use of the License Area shall be subject to the License Area being in a usable and safe condition at the time of Licensee's use and Licensee shall be responsible for determining whether the License Area is in such condition. In connection therewith, in the event that the License Area or access thereto is damaged or obstructed or the use by Licensee is otherwise impaired, prevented or limited, City shall have no obligation or duty to repair the damage or rectify the condition to make the License Area usable or safe. 1.8 No assignment of License. The permission, rights and privileges granted hereunder are nonexclusive and nontransferable. Licensee shall not, either voluntarily or by action of law, assign or transfer this License or any obligation, right, title or interest assumed by Licensee herein without the prior written consent of the City. If Licensee attempts an assignment or transfer of this License or any obligation, right, title or interest herein, City may at its option, terminate the License pursuant to Section 1.10 below and shall thereupon be relieved from any and all obligations to Licensee or its assignee or transferee. 1.9 Agreement to Protect and Maintain Facilities. Licensee, on behalf of its Agents and Invitees, agrees to take all prudent action to protect the Facilities from any damage or injury caused by the exercise of this License. Licensee shall immediately notify City of any damage or injury to the Facilities caused by its use of the Facilities. No temporary or permanent signs or awning shall be erected or maintained upon or attached to the outside of the premises except such signs which have been approved in advance by City. 1.10 City's Right of Suspension, Termination. City reserves the right to immediately suspend all activities or terminate this Agreement upon Licensee' non-compliance with any of the terms or 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