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expense, at any time and from time to time, to post and maintain on the Property, or any portion
<br />thereof, or on the improvements on the Property, any notices ofnon-responsibility or other notice
<br />as maybe desirable to protect Agency against liability. In addition to, and not as a limitation of
<br />Agency's other rights and remedies under this Agreement, should DWWRBB, Inc. fail, within
<br />ten (10) days of written request from Agency, either to discharge any Lien or to bond for any
<br />Lien, or to defend, indemnify, and hold harmless Agency from and against any loss, damage,
<br />injury, liability or claim arising out of a Lien, then Agency, at its option, may elect to pay such
<br />Lien, or settle or discharge such Lien and any action or judgment related thereto and all costs,
<br />expenses and attorneys' fees incurred in doing so shall be paid to Agency, as applicable, by
<br />DWWRBB, Inc. upon written demand.
<br />(g) DW WRBB, Inc. shall not have any interest in the Property or be entitled
<br />to any reimbursement or repayment for any work performed upon the Property pursuant to this
<br />Agreement.
<br />(h) DWWRBB, Inc. shall take all necessary precautions to prevent the import
<br />and/or release into the environment of any hazardous materials which are imported to, in, on or
<br />under the Property during this right of entry. If hazardous materials are imported onto the
<br />Property as a result of the surveying and geotechnical soil testing, DWWRBB, Inc. shall be
<br />solely responsible for removing such imported hazardous materials in conformance with all
<br />governmental requirements. DWWRBB, Inc. shall report to the Agency, as soon as possible
<br />after each incident, any unusual or potentially important incidents with respect to the
<br />environmental condition of the Property.
<br />3. Indemnity. DWWRBB, Inc. hereby agrees to defend, indemnify and hold the
<br />Agency and the City of Santa Ana and their respective officers, officials, members, employees,
<br />agents and representatives, harmless from and against any and all loss, damage, injury, liability,
<br />claim, cost or expense (includmg, without limitation, reasonable attorneys' fees, expert witness
<br />fees, court costs, and expenses) arising from or attributable to the activities of DWWRBB, Inc.
<br />or any of its employees, agents, invitees, consultants or contractors upon the Property pursuant to
<br />this Agreement and from any claims that the Agency and DWWRBB, Inc. or either do not have
<br />the authority or right to enter into this Agreement. All use of and entry upon the Property shall
<br />be at the sole cost, risk and expense of DW WRBB, Inc.. DWWRBB, Inc. shall be responsible
<br />for all costs of operating and maintaining the License Area during the term of this Agreement,
<br />including the cost of all insurance, utilities, maintenance (including landscaping) and repairs not
<br />otherwise paid by Erickson under the Lease. DWWRBB, Inc. recognizes and understands that
<br />should this Agreement be deemed by the County of Orange to create a possessory interest
<br />subject to property taxation, that DWWRBB, Inc. shall be subject to the payment of property
<br />taxes levied on such interest, and that it shall defend, indemnify and hold the Agency and the
<br />City of Santa Ana and their respective officers, officials, members, employees, agents and
<br />representatives, harmless from and against any and all such claims.
<br />4. License Payment. There shall be no independent license fee for this Agreement.
<br />The consideration for this Agreement are the rights and obligations of the parties pursuant to the
<br />Acquisition Agreement. DWWRBB, Inc. agrees, however, to pay to the Agency or the Agency's
<br />designee any amounts Agency is obligated to pay as rent under the Lease, less any applicable
<br />credits.
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