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improvements if such improvements are damaged due to GRANTEE's actions, and f)
<br />GRANTEE shall address any potential security issues with the City of Santa Ana Building
<br />Maintenance Superintendent or designee prior to access.
<br />At all times when exercising the rights granted herein, GRANTEE shall do so as to maintain
<br />GRANTOR's access to and from GRANTOR's facilities in a manner acceptable to
<br />GRANTOR. All facilities installed by GRANTEE pursuant to this Agreement shall be used
<br />and maintained by GRANTEE in good repair and in safe condition in accordance with all
<br />applicable laws, rules and regulations. GRANTEE shall provide and pay for GRANTOR's
<br />alternative parking within the Civic Center during periods of maintenance to the satisfaction
<br />of the City Engineer or designee, Said approval shall not be withheld unreasonably,
<br />4, HOLD HARMLESS
<br />GRANTEE shall defend, indemnify and save harmless GRANTOR, its officers, agents, and
<br />employees, from and against any and all claims, demands, losses, or liabilities of any kind or
<br />nature which GRANTOR, its officers, agents, and employees may sustain or incur or which may
<br />be imposed upon them for injury to or death of persons, or damage to property as a result of, or
<br />arising out of, the negligence of GRANTEE, its officers, agents, employees, subtenants,
<br />invitees, or licensees, in connection with this Agreement and use of the Easement Area by
<br />GRANTEE.
<br />Likewise GRANTOR shall defend, indemnify and save harmless GRANTEE, its officers,
<br />agents, and employees from and against any and all claims, demands, losses, or liabilities
<br />of any kind or nature which GRANTEE, its officers, agents, and employees may sustain or
<br />incur or which may be imposed upon them for injury to or death of persons, or damage to
<br />property as a result of, or arising out of, the negligence of GRANTOR, its officers, agents,
<br />employees, invitees, or licensees, in connection with the ownership, maintenance, or use of
<br />the Easement Area.
<br />5. TOXIC MATERIALS
<br />GRANTEE shall be responsible for and shall defend, indemnify, and hold GRANTOR, its
<br />officers, directors, employees, agents, and representatives harmless from and against all
<br />claims, costs, and liabilities, including attorneys' fees and costs, arising out of or in
<br />connection with the use and disposal of Toxic Materials on the Easement Area by
<br />GRANTEE. If the use and disposal of Toxic Materials on the Easement Area by
<br />GRANTEE results in contamination or deterioration of water or soil resulting in a level of
<br />contamination greater than maximum allowable levels established by any governmental
<br />agency having jurisdiction over such contamination, GRANTEE shall promptly take any and
<br />all action necessary to clean up such contamination.
<br />Nothing in this Second Easement Deed and Agreement is intended nor shall anything in this
<br />Second Easement Deed and Agreement be construed to transfer to GRANTEE or its
<br />successors or assigns or to relieve GRANTOR or its successors or assigns or predecessors
<br />in title now, has, has had, or comes to have with respect to human health or the
<br />environment, including but not limited to responsibility or liability relating to hazardous or
<br />toxic substances or materials (as such terms as those used in this sentence are defined by
<br />statute, ordinance, case law, governmental regulation or other provisions of the law).
<br />Furthermore, GRANTEE may exercise its right under law to tiring action, if necessary, to
<br />recover cleanup costs and penalties paid, if any, from GRANTOR or any others who are
<br />ultimately determined by a court of competent jurisdiction and/or a federal, state or local
<br />regulatory or administrative governmental agency or body having jurisdiction, to have
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