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LICENSEE shall indemnify, defend and hold harmless CITY, its officers, employees and agents, from all
<br />liability for any and all hens, claims and demands, together with costs of defense and reasonable
<br />attorneys' fees, arising flom any Liens. CITY reserves the right, at its sole cost and expense, at any time
<br />and from time to time, to post and maintain on the License Areas, or any portion thereof, or on the
<br />improvements on the License Areas, any notices of non-responsibility or other notice as may be desirable
<br />to protect CITY against liability. In addition to, and not as a limitation of CITTY's other rights and
<br />remedies under this Agreement, should LICENSEE fail, within tan (10) days of written request from
<br />CITY, either to discharge any Lien or to bond for any Lien, or to defend, indemnify, and hold Harmless
<br />CITY from and against any loss, damage, injury, liability or claim arising out of a Lion, then CITY, at its
<br />option, may elect to pay such Licit, or settle or discharge such Lien and any action orjudgment related
<br />thereto and all costs, expenses and attorneys' fees incurred in doing so shall be paid to CITY, as
<br />applicable, by LICENSEE upon written domand.
<br />c. LICENSEE shall not have any interest in the License Areas or be entitled to any
<br />reimbursement or repayment for any work performed upon the License Areas pursuant to this Agreement.
<br />d. LICENSEE may not encroach upon the Licenao Areas for any other purpose or business
<br />than that sp efflod in paragraph 1, above, other than pedestrian purposes already available to members of
<br />the general public, without obtaining the prior written consent of the City's Executive Director of the
<br />public Works Agency.
<br />o. CITY will not be held responsible for loss of, or damage to, any improvements made by
<br />LICENSEE in the License Area.
<br />f, This License is made subject and subordinate to die prior and continuing right of CITY to
<br />use the public right -of -way.
<br />d•, Inderuni
<br />LICENSEE hereby agroes to defend, indemnify and hold the City of Santa Ana
<br />and its officers, officials, members, employees, agents and representatives, harmless from and
<br />against any and all loss, damage, injury, liability, claim, cost or expense (including, without
<br />limitation, reasonable attorneys' fees, expert witness fees, court costs, and expenses) arising from
<br />or attributable to the activities of LICENSEE or any of its employees, agents, consultants or
<br />contractors upon the License Areas pursuant to this Agreement. All use of and entry upon the
<br />License Areas shall be at the sole cost, risk and expense of LICENSEE. LICENSEE
<br />acknowledges and understands that should this Agreement be deemed by the County of Orange to
<br />create a possessory interest subject to property taxation, that LICENSEE shall be subject to the
<br />payment of property taxes levied on such interest, and that it shall defend, indemnify and hold the
<br />City of Santa Ana and its officers, officials, members, employees, agents and representatives,
<br />harmless from and against any and all such claims,
<br />5. License fees.
<br />At the time of the street work pernut issuance, all outstanding fees associated with ilte
<br />license processing, street improvement plan -check and street work permit shall be paid in full by
<br />LICENSEE.
<br />25H -10
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