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Notice is given ( "Term "). No additional instrument, consent or action by either party shall be required to terminate this Permit. 4. Indemnitv. Licensee agrees to indemnify and hold City and its officers, agents and employees (collectively, the "Indemnitees ") harmless from and against all liabilities, including but not limited to claims, losses, damages, penalties, fines, and judgments (collectively, "Damages "), arising out of or resulting from any negligent or wrongful act or omission of Licensee in connection with the Work conducted on the Property by Licensee or Licensee's Agents; provided however, that Licensee shall not be liable to, nor required to indemnify or hold the Indemnitees harmless from Damages that are the result of (i) the discovery by Licensee or Licensee's Agents of a pre- existing condition on the Property or (ii) the negligence or willful misconduct of the Indemnitees (in such case Licensee's indemnification obligations will be reduced in proportion to City's share of liability for such negligence or willful misconduct, if any). 5. Non- Availability of Utilities. The electrical systems of the Property are not in proper working condition for the purposes of undertaking the Work. Licensee may utilize its own generator at the Property if used carefully in accordance with the manufacturer specifications for use including proper ventilation. City is not responsible or liable for the safety of Licensee or Licensee's Agents for the equipment Licensee or Licensee's Agents may utilize to perform the Work. 6. No Joint Venture. Nothing contained in this Permit shall have the effect of creating a joint venture or partnership between or among the parties, or of rendering one liable for any of the debts or obligations of any other. 7. Notice. Any notice or other delivery required or desired to be sent pursuant to this Permit shall be addressed as follows: LICENSEE 345 Michelson Drive, Suite 100 Irvine, California 92612 Attention: General Counsel TSJ: Shawna E. Smith Executive Director /CEO Taller San Jose 1 801 N. Broadway Santa Ana, CA 92701 (714)543 -5105 (ext.109) www.tallersaniose.org CITY City of Santa Ana 20 Civic Center Plaza (M -29) Santa Ana, CA 92702 Attention: City Attorney Either party may change its address by written notice to the other party. 8. General Provisions. This Permit shall be construed in accordance with, and be governed by, the laws of the State of California. In the event that any phrase, clause, sentence, paragraph, section, article or other portion of this Permit shall become illegal, null or void or 2 47997465.2