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cost and expense, at any time and from time to time, to post and maintain on the License Areas
<br />or any portion thereof, notices of non -responsibility or any other notice as may be desirable to
<br />protect City against liability. In addition to, and not as a limitation of City's other rights and
<br />remedies under this Agreement, should County fail, within ten (10) days of written request from
<br />City, either to discharge any Lien or to bond for any Lien, or to defend, indemnify, and hold
<br />harmless City from and against any loss, damage, injury, liability or claim arising out of a Lien,
<br />then City, at its option, may elect to pay such Lien, or settle or discharge such Lien and any
<br />action or judgement related thereto and all costs, expenses and attorneys' fees incurred in doing
<br />so shall be paid to City, as applicable, by County upon written demand.
<br />C. County shall not have any ownership interest in the License Areas or be entitled
<br />to any reimbursement or repayment for any work performed upon the License Areas pursuant to
<br />this Agreement.
<br />d. County may not encroach upon the License Areas for any other purpose or
<br />business than that specified in Paragraph 1, above, other than pedestrian purposes already
<br />available to members of the general public, without obtaining the prior written consent of the
<br />City's Executive Director of the Public Works Agency.
<br />e. City will not be held responsible for loss of, or damage to, any improvements
<br />made by County in the License Areas.
<br />f. This License is made subject and subordinate to the prior and continuing right of
<br />City to use the public right-of-way.
<br />4. Indemn ft,yj
<br />County hereby agrees to defend, indemnify and hold the City of Santa Ana and its
<br />officers, ofi'icials, members, employees, agents and representatives, harmless from and against
<br />any and all loss, damage, injury, liability, claim, cost or expense (including, without limitation,
<br />reasonable attorneys' fees, expert witness fees, court costs, and expenses) arising from or
<br />attributable to the activities of County or any of its employees, agents, consultants or contractors
<br />upon the License Areas pursuant to this Agreement, except for loss, damage, injury, liability,
<br />claim, cost or expense arising from the negligence or misconduct of the City, its officers,
<br />officials, members, employees, agents, or representatives. All use of and entry upon the License
<br />Areas shall be at the sole cost, risk and expense of County. County acknowledges and
<br />understands that should this Agreement be deemed by the County of Orange to create a
<br />possessory interest subject to property taxation, that County shall be subject to the payment of
<br />property taxes levied on such interest, and that it shall defend, indemnify and hold the City of
<br />Santa Ana and its officers, officials, members, employees, agents and representatives, harmless
<br />from and against any and all such claims.
<br />5. License Fees.
<br />At the time of any permit issuance, all outstanding fees associated with the License
<br />processing, improvement plan -check and work permit shall be paid in full by County.
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