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conditions of this Agreement or the Lease Agreement attached hereto as Exhibit C,and incorporated herein
<br /> by reference, Such suspension or termination shall be effective immediately.
<br /> City may temporarily suspend access to and use of all or any portion of the License Area for
<br /> operational, maintenance, repair, security, emergency or other purposes at City's discretion. City will
<br /> provide Licensee with as:much notice as is reasonably possible prior to any such suspension,which notice
<br /> will include: (a) the date when such suspension of access and use will commence; (b) the anticipated
<br /> duration of such suspension of access and use;(e)the reason for such suspension of access and use;and(d)
<br /> that portion of the License Area subject to such suspension of access and use. During such periods of
<br /> suspension,Licensee will be unable to access,use or operate on that portion of the License Area to which
<br /> City has suspended access and use.If,during such periods,Licensee desires or needs to continue to operate
<br /> Its bus service,it shall be solely responsible for the provision of the same without the use of that portion of
<br /> the License Area over which access and use have been suspended. City shall not be liable for any cost or
<br /> damage incurred by Licensee as a result of any suspension of access or use pursuant to this Section 1.10,
<br /> including, without limitation, any consequential damages resulting;therefrom. City shall use reasonable
<br /> commercial efforts to provide alternate space in the License Area during the period of suspended access
<br /> and use.
<br /> Licensee may at any time terminate the license created by this Agreement by prior written notice
<br /> pursuant to Section 2.1 of this Agreement to the City,
<br /> 1.11 Compliance with Laws:RoVt-datoryApprovals.Licensee shall,at its sole expense,conduct
<br /> and cause to be conducted all activities on the Facilities in compliance with all laws, regulations, codes,
<br /> ordinances and orders of any governmental or other regulatory entity, and whether or not in the
<br /> contemplation of the parties,
<br /> 1.1.2 Indemnification. Licensee shall indemnify, defend, and hold harmless City, and its
<br /> respective agents, representatives, employees, subsidiaries and affiliates ("Covered parties") from and
<br /> against any and all actions, suits, Claims,demands,judgments, losses, expenses, or liabilities, injuries and
<br /> damages to persons and property,including death,arising out of or related to Licensee's use of the License
<br /> Area, the entry by any Licensee Party on the License Area or any portion of the Property or surrounding
<br /> property,or Licensee's breach or default in the performance of any of its obligations under this Agreement;
<br /> provided, however, that Licensee will not be obligated to indemnify the Covered Parties from any claims
<br /> arising solely from the gross negligence or willful misconduct of a Covered Party. If any action or
<br /> proceeding is brought against any Covered Party by reason of any such claim, Licensee, upon receipt of
<br /> written notice from Covered Party, shall defend the same at Licensee's expense with legal counsel
<br /> reasonably acceptable to Covered Party.payment of any settlement or judgment by Covered Parties shall
<br /> not be a condition precedent to recovery under any indemnification in this Agreement, and a finding of
<br /> liability or an obligation to indemnity shall not be a condition precedent to the duty to defend. The
<br /> provisions of this Section 1.12 shall survive the termination or expiration of this Agreement.
<br /> 1.13 Insurance.
<br /> Certificate Holder must be addressed as follows:
<br /> City of Santa Ana
<br /> Risk Management Division
<br /> 20 Civic Center Plaza
<br /> Santa Ana, CA 92702
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