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and materials installed in the ROW or on Municipal Facilities pursuant to this Agreement from
<br />any cause, and the Licensor shall not be liable for any cost of replacement or of repair to damaged
<br />Equipment, including, without limitation, damage caused by the Licensee's removal of the
<br />Equipment, except to the extent that such loss or damage was caused by the willful misconduct or
<br />negligence of the Licensor, including, without limitation, each of its elected officials, department
<br />directors, managers, officers, agents, employees, and contractors, subject to the limitation of
<br />liability provided in Section 7.3 below.
<br />6.12 Hazardous Substances, Licensee agrees that Licensee, its contractors,
<br />subcontractors, and agents, will not use, generate, store, produce, transport, or dispose any
<br />Hazardous Substance on, under, about or within the area of a ROW or Municipal Facility in
<br />violation of any Law. Except to the extent of the gross negligence or intentional misconduct of
<br />Licensor, Licensee will pay, indemnify, defend, and hold Licensor harmless against and to the
<br />extent of any loss or liability incurred by reason of any Hazardous Substance produced, disposed
<br />of, or used by Licensee pursuant to this Agreement. Licensee will ensure that any on -site or off -
<br />site storage, treatment, transportation, disposal or other handling of any Hazardous Substance will
<br />be performed by persons who are properly trained, authorized, licensed and otherwise permitted
<br />to perform those services.
<br />6.13 Inspection. On an annual basis, Licensor will conduct regular safety inspections
<br />and oversight of Equipment on Municipal Facilities. Licensee shall have the right to be present at
<br />and observe any such inspections. Licensee shall pay Licensor for its reasonable costs for such
<br />safety inspections and oversight ("Annual Small Cell Compliance Inspection & Program Oversight
<br />Fee"), in the amount fixed by Licenser's Miscellaneous Fees Schedule that is in effect at the time
<br />such payment is due. Licensee shall pay Licensor this fee together with every payment of the
<br />License Fee and the fee shall be subject to the same adjustments and proration as the License Fee.
<br />6.14 Access. Licensee shall have access to the Equipment for non -emergency purposes,
<br />between the hours of 7:00 am and 5:00 pm weekdays (excluding holidays), unless a required permit
<br />further limits the access hours. Prior to Licensee accessing its Equipment, Licensee shall provide
<br />email notice, at least 24 hours in advance, to the Licensor at the following email address:
<br />smallcells@santa-ana.org. In the event of an emergency at any time, Licensee will, if time permits,
<br />attempt to provide prior telephonic notice to the Licensor at the following telephone number: (714)
<br />647-3380. It is responsibility of Licensee to coordinate its access with other users of the same
<br />Municipal Facility.
<br />7. INDEMNIFICATION AND WAIVER. Licensee agrees to indemnify, defend, protect, and hold
<br />harmless the Licensor, its council members, officers, employees, agents and contractors from and
<br />against any and all claims, demands, losses, including pole warranty invalidation, damages,
<br />liabilities, fines, charges, penalties, administrative and judicial proceedings and orders, judgments,
<br />and all costs and expenses incurred in connection therewith, including reasonable attorney's fees
<br />and costs of defense (collectively, the "Losses") to the extent arising from, resulting from or caused
<br />by Licensee's activities undertaken pursuant to this Agreement, except to the extent arising from
<br />or caused by the negligence or willful misconduct of the Licensor, its council members, officers,
<br />employees, agents, or contractors. Licensee's obligation to indemnify and hold harmless excludes
<br />only such claim, loss or liability that is due to the negligence or willful misconduct of Licensor.
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