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5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45 47 49 2. JOINT EXERCISE OF POWERS AGREEMENT (N) GRANTOR and GRANTEE entered into a Joint Exercise of Powers Agreement ( "JPA ") dated January 17, 1966, which created a joint powers agency known as the Orange County Civic Center Authority (hereinafter referred to as "Authority ") to develop a comprehensive Civic Center for the purpose of orderly construction and maintenance of various governmental facilities, including the City of Santa Ana and County governments, and accessory structures. The Distribution Facilities Project is consistent with the orderly development of the Civic Center as provided in the JPA and such improved and upgraded facilities will benefit the Civic Center including GRANTOR's and the Authority's property. GRANTEE's use of the Easement Area shall be specifically limited to the use set forth above in this Agreement. GRANTEE, at GRANTEE's sole cost, shall comply with all applicable laws, rules and regulations now or hereafter promulgated pertaining to its permitted use of the Easement Area. GRANTEE acknowledges and agrees that GRANTOR shall have unrestricted ingress and egress and use of the Easement Area at all times. MAINTENANCE OF EASEMENT AREA (PMES2.1 N) GRANTEE and its contractors, agents, and employees shall have the right of access to and from the Easement Area at all times for the purpose of exercising the rights herein granted. Should it be necessary for GRANTEE to disturb the surface of the Easement Area at any time, GRANTEE agrees to provide GRANTOR's City Engineer or designee a thirty (30) day advance written notice and to obtain written approval of all plans for construction, reconstruction and major repair and /or maintenance prior to commencement thereof. Said approval shall not be withheld unreasonably. In the event of an emergency situation, GRANTEE shall notify GRANTOR's City Engineer or designee within twenty -four (24) hours of any necessary improvements, modifications or repairs. Any such improvements, modifications or repairs constructed by GRANTEE on an emergency basis must nevertheless not unreasonably interfere with GRANTOR's use of the Easement Area. Under the rights granted herein: a) any excavation made shall be made in such a manner as will cause the least injury to the surface of the ground around such excavation, b) the earth so removed by such excavation shall be replaced, c) the surface of the ground shall be promptly restored as existed prior to excavation to the reasonable satisfaction of the City Engineer or designee, d) GRANTOR's improvements shall be protected in place, e) GRANTEE shall be solely responsible for the cost of repair or replacement of GRANTOR's improvements if such improvements are damaged due to GRANTEE's actions, and f) GRANTEE shall address any potential security issues with the City of Santa Ana Building Maintenance Superintendent or designee prior to access. At all times when exercising the rights granted herein, GRANTEE shall do so as to maintain GRANTOR's access to and from GRANTOR's facilities in a manner acceptable to GRANTOR. All facilities installed by GRANTEE pursuant to this Agreement shall be used and maintained by GRANTEE in good repair and in safe condition in accord with all applicable laws, rules and regulations. GRANTEE shall provide and pay for GRANTOR's alternative parking within the Civic Center during periods of maintenance to the satisfaction of the City Engineer or designee. Said approval shall not be withheld unreasonably. 4. HOLD HARMLESS (N) GRANTEE shall defend, indemnify and save harmless GRANTOR, its officers, agents, and employees, from and against any and all claims, demands, losses, or liabilities of any kind or nature which GRANTOR, its officers, agents, and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property as a result of, or arising out of, the sole negligence of GRANTEE, its officers, agents, employees, subtenants, invitees, or licensees, in connection with this Agreement and use of the Easement Area by GRANTEE. I%