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<br /> Agreement. Licensee shall indemnify, defend and hold harmless City from all liability for any
<br /> and all liens, claims and demands, together with costs of defense and reasonable attorneys' fees,
<br /> arising from any Liens. City reserves the right, at its sole cost and expense, at any time and from
<br /> time to time, to post and maintain on the Property, or any portion thereof, or on the
<br /> improvements on the Property, any notices of non-responsibility or other notice as may be
<br /> desirable to protect City against liability. In addition to, and not as a limitation of City's other
<br /> rights and remedies under this Agreement, should Licensee fail, within ten (10) days of written
<br /> request from City, either to discharge any Lien or to bond for any Lien, or to defend, indemnify,
<br /> and hold harmless City from and against any loss, damage, injury, liability or claim arising out of
<br /> a Lien, then City, at its option, may elect to pay such Lien, or settle or discharge such Lien and
<br /> any action or judgment related thereto and all costs, expenses and attorneys' fees incurred in
<br /> doing so shall be paid to City, as applicable, by Licensee upon written demand.
<br /> (g) Licensee shall not have any interest in the Property or be entitled to any
<br /> reimbursement or repayment for any work performed upon the Property pursuant to this
<br /> Agreement.
<br /> (h) Licensee shall take all necessary precautions to prevent the import and/or
<br /> release into the environment of any hazardous materials which are imported to, in, on or under
<br /> the Property during this right of entry. If hazardous materials are imported onto the Property as a
<br /> result of the surveying and geotechnical soil testing, Licensee shall be solely responsible for
<br /> removing such imported hazardous materials in conformance with all governmental
<br /> requirements. Licensee shall report to the City, as soon as possible after each incident, any
<br /> unusual or potentially important incidents with respect to the environmental condition of the
<br /> Property.
<br /> 3. Indemnity.
<br /> a. Licensee hereby agrees to defend, indemnify and hold the City and its
<br /> officers, officials, 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 Licensee or any of its employees, agents, consultants or
<br /> contractors upon the Property pursuant to this Agreement. All use of and entry upon the
<br /> Property shall be at the sole cost, risk and expense of Licensee. Licensee recognizes and
<br /> understands that should this Agreement be deemed by the County of Orange to create a possessory
<br /> interest subject to property taxation, that Licensee shall be subject to the payment of property taxes
<br /> levied on such interest, and that it shall defend, indemnify and hold the City and its officers,
<br /> officials, members, employees, agents and representatives, harmless from and against any and all
<br /> such claims.
<br /> b. This indemnity includes, without limitation, any claims arising from
<br /> abatement of lead-based paint or asbestos on the Property. In undertaking such abatement,
<br /> Licensee agrees to utilize a certified asbestos contractor, comply with all federal, state and local
<br /> laws, and be responsible, notwithstanding any other agreement with the City, for any costs
<br /> caused by negative response of any state or federal agency of its abatement.
<br /> 4. License Payment. Licensee shall pay a license fee of $1.00 to the City, receipt of
<br /> which by the City is hereby acknowledged.
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