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b. LICENSEE shall not permit any mechanics, materialman's or other liens of any
<br />kind or nature ( "Liens ") to be tiled or enforced against the License Area 1 in connection with
<br />this Agreement. LICENSEE shall indemnify, defend and hold harmless CITY, its officers,
<br />employees and agents, from all liability for any and all liens, claims and demands, together with
<br />costs of defense and reasonable attorneys' fees, arising from any Liens. CITY reserves the right,
<br />at its sole cost and expense, at any time and from time to time, to post and maintain on the
<br />License Area 1, or any portion thereof, or on the improvements on the License Areal, any
<br />notices of non - responsibility or other notice as may be desirable to protect CITY against liability.
<br />In addition to, and not as a limitation of CITY's other rights and remedies under this Agreement,
<br />Should LICENSEE fail, within ten (10) days of written request from CITY, either to discharge
<br />any Lien or to bond for any Lien, or to defend, indemnify, and hold harmless CITY from and
<br />against any loss, damage, injury, liability or claim arising out of a Lien, then CITY, at its option,
<br />may elect to pay such Lien, or settle or discharge such Lien and any action or judgment 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 demand.
<br />c. LICENSEE shall not have any interest in the License Area 1 or be entitled to any
<br />reimbursement or repayment for any work performed upon the License Area t pursuant to this
<br />Agreement.
<br />d. LICENSEE may not encroach upon the License Area 1 for any other purpose or
<br />business than that specified in Paragraph 1, above, other than pedestrian purposes already
<br />available to members of the general public, without obtaining the prior written consent of the
<br />CITY's Executive Director of the Public Works Agency.
<br />e, CITY will not be held responsible for loss of, or damage to, any improvements
<br />rnade by LICENSEE in the License Area 1.
<br />f. This License is made subject and subordinate to the prior and continuing right of
<br />CITY to use the public right -of -way,
<br />4. Indemnity.
<br />LICENSEE hereby agrees 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, except for loss, damage, injury,
<br />liability, claim, cost or expense arising from the negligence or misconduct of the CITY, its
<br />officers, officials, members, employees, agents, or representatives. All use of and entry upon the
<br />License Area I 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.
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