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of asphalt pavement to join existing parking lot to proposed driveway and proposed six inch (6")
<br />curb. If City removes any existing improvements in connection with its construction of the On -Site
<br />City Improvements, City shall replace same using the same materials as the existing improvements.
<br />City shall provide Licensor with thirty (30) days advance notice of the commencement of the
<br />construction of the City Improvements adjacent to the Property.
<br />2. Repair and Maintenance. City shall, at its sole cost and expense, be responsible for the
<br />repair and maintenance of all improvements which are within the Subject Right -of -Way Area. City
<br />shall also be responsible for any and all damage to Licensor's property and improvements contiguous
<br />to the Subject Right -of -Way Area by reason of City's construction of the City Improvements
<br />(including, without limitation, the On -Site City Improvements) or the operation, use or maintenance
<br />of any improvements within the Subject Right -of -Way Area. Promptly following any such damage,
<br />City shall, at its sole cost and expense, restore Licensor's property to the condition existing prior to
<br />such damage.
<br />4. Indemnity. City shall indemnify, defend, protect and hold Licensor, its affiliates and
<br />successors and assigns, and their respective partners, members, shareholders, officers, directors,
<br />employees, agents, contractors, tenants, licensees and invitees, free and harmless from and against
<br />any and all claims, liabilities, damages, demands, costs, expenses (including, without limitation,
<br />attorneys' fees and costs) and causes of action of all kinds, including, without limitation, claims
<br />relating to the death or injury to any person or persons, and/or from damage to or destruction of any
<br />property (real or personal) (individually and collectively, "Claims"), arising from or due to: (i) the
<br />exercise of City's rights hereunder (including, without limitation, any Claims arising from or due to
<br />City's construction, repair or maintenance activities), or (ii) City's failure to perform any repairs or
<br />maintenance required to be performed by City hereunder. In the event the indemnity provided for
<br />herein is found in a final judgment entered by a court of competent jurisdiction. to exceed that
<br />permitted by applicable law, such indemnity shall be construed so as to preserve the maximum
<br />indemnity permitted thereby.
<br />5. Existing Sign. To accommodate City's improvement of the Subject Right -of -Way Area,
<br />City --f will move Licensor's existing sign within the Subject Right -of -Way Area (the current
<br />location of which is shown on Exhibit 1 attached hereto) to another location on the Property that is
<br />outside of the Subject Right -of -Way Area which Licensor designates. Subject to the relocation of
<br />the existing sign as provided above, Licensor shall continue to have the right to maintain the sign
<br />on the Property in compliance with all requirements of the Santa Ana Municipal Code, including the
<br />issuance of a permit if necessary. In no event, however, shall Licensor lose any non -conforming
<br />rights (if any) as a result of any such relocation or the construction or maintenance of any
<br />improvements within the Right -of -Way Areas, and Licensor shall have the right, at Licensor's
<br />expense, to relocate or restore any non -conforming improvements (including buildings and signs)
<br />which are damaged, removed, relocated or otherwise affected as a result of City's exercise of its
<br />rights under the Street Easement or its construction or maintenance of any improvements within the
<br />Right -of -Way Areas.
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