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obligation; (iii) require the installation of any water quality feature within the Channel property; (iv) result in
<br />increased Channel operation or maintenance expenses; or (v) be inconsistent with DISTRICT's Channel
<br />operations and/or facilities standards and criteria, without the Director's prior written approval, which approval
<br />shall be at Director's sole discretion and which approval may include, but not be limited to the posting of a
<br />bond or the deposit of funds to cover any permit obligations. GRANTEE shall ensure that any such proposed
<br />permit provision(s) not approved in writing by the Director is/are stricken or deleted from the final permit prior
<br />to its issuance.
<br />No approvals or consents given hereunder by DISTRICT, as a Party to this Easement Deed, shall be deemed
<br />approval as to compliance or conformance with applicable governmental codes, laws, rules or regulations.
<br />6. COMPLIANCE WITH THE PROVISIONS OF THIS EASEMENT DEED
<br />GRANTEE agrees that it shall be responsible for ensuring that all work or activities performed within, on,
<br />over, under or about the Easement Area by GRANTEE's employees, contractors, subcontractors, agents,
<br />representatives, permittees, franchisees or invitees are conducted in accordance with the provisions of this
<br />Easement Deed.
<br />7. HOLD HARMLESS (PMES7.2S)
<br />GRANTEE acknowledges the Easement Area is in, on, over, under or about DISTRICT's Channel and may
<br />be subject to all hazards associated with flood conditions. GRANTEE agrees to assume all risks, financial or
<br />otherwise, associated therewith. For purposes of this Section, GRANTEE acknowledges and agrees that
<br />DISTRICT shall not be deemed negligent in the maintenance and/or operation of the Channel if DISTRICT
<br />operates and maintains the Channel in substantial conformance with standard DISTRICT practices used for
<br />other similar facilities.
<br />GRANTEE hereby releases and waives all claims and recourse against DISTRICT and the County of Orange
<br />("County") including the right of contribution for loss of or damage to property, or injury to or death of any
<br />person arising from, growing out of or in any way connected with or related to this Easement Deed, including
<br />any damage to or interruption of use of GRANTEE Facilities caused by erosion, flood, or flood overflow
<br />conditions of the Channel, or caused by the operation, maintenance, repair, reconstruction, replacement,
<br />enlargement or improvement of the Channel or by DISTRICT's flood control operations, except claims arising
<br />from the concurrent active or sole negligence of DISTRICT and/or County, their officers, agents, employees
<br />and contractors.
<br />GRANTEE hereby agrees to indemnify, defend (with counsel approved in writing by DISTRICT), and hold
<br />harmless, DISTRICT and County, their elected and appointed officials, officers, agents, employees and
<br />contractors against any and all claims, losses, demands, damages, cost, expenses or liability for injury to any
<br />persons or property, arising out of the maintenance, use of or operations or activities conducted in, on, or over
<br />the Easement Area, and/or the exercise of the rights under this Easement Deed by GRANTEE, its agents,
<br />officers, employees, invitees or licensees including, but not limited to, use of the Easement Area by members
<br />of the general public. GRANTEE's indemnity obligation shall not extend to any liability arising out of the
<br />concurrent active or sole negligence of DISTRICT, and/or County, their elected and appointed officials,
<br />officers, agents, employees or contractors including the cost of defense of any lawsuit arising therefrom. If
<br />DISTRICT and/or County is/are named as co-defendant(s) in a lawsuit, GRANTEE shall notify Director of
<br />such fact and shall represent DISTRICT/County in such legal action unless DISTRICT/County undertake(s)
<br />to represent itself/themselves as co-defendant(s) in such legal action, in which event, GRANTEE shall pay to
<br />DISTRICT/County its/their litigation costs, expenses, and attorney fees. If judgment is entered against
<br />DISTRICT/County and GRANTEE by a court of competent jurisdiction because of the concurrent active
<br />negligence of DISTRICT/County and GRANTEE, DISTRICT and GRANTEE agree that liability will be
<br />apportioned as determined by the court. Neither Party shall request a jury apportionment.
<br />Bridge and Roadway Easement - OCFCD to City of Santa Ana 5 Rev. 02 14 18Ja
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