R2009-79 ACCEPTING PROPOSAL FIRST TRANSIT, INC.

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18. WAIVER OF SUBROGATION The CITY hereby releases and agrees to indemnify, defend and hold harmless CONTRACTOR, as defined above, from and against any and all liability for loss of or damage to the buses or other properties of the CITY during the term of this Agreement or any renewal or extension thereof. The CITY hereby waives on behalf of itself and its insurer(s), any and all rights of subrogation against CONTRACTOR, as defined above. 19. LEGAL COUNSEL It shall be the responsibility of the CITY to handle all legal matters of the Transit System not covered by insurance. Whenever legal counsel is required for the benefit of the Transit System and such counsel is not provided by the CITY,CONTRACTOR shall have the right to retain counsel reasonably acceptable to the CITY and charge the cost thereof as an operating expense of the Transit System,except in the case of legal disputes arising between the CITY and CONTRACTOR, and except for legal counsel hired for purposes of labor relations(including grievances and arbitration). The CITY and CONTRACTOR shall each be considered clients of such counsel,even if the CITY is not a named party in the litigation, and CONTRACTOR may not assert claims or defenses through such counsel without the approval of the CITY. 20. FORCE MAJEURE CONTRACTOR shall not be liable to the CITY for any failure, delay or interruption of service or for any failure or delay in the performance of any obligation under this Agreement due to strikes, walkouts, acts of God, governmental restrictions, enemy action, civil commotion,unavoidable casualty,unavailability of fuel or parts,or other similar acts beyond the reasonable control of CONTRACTOR. 21. NO PERSONAL LIABILITY No officer, director, or employee of the CITY or of CONTRACTOR shall be personally liable for the fulfillment of the conditions of this Agreement. 12