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right of contribution for loss of or damage to property, or injury to or death of any person arising from,
<br />growing out of or in any way connected with or related to this Easement Deed including any damage to or
<br />interruption of use of GRANTEE'S Facilities caused by erosion, flood, or flood overflow conditions of the
<br />Channel, or caused by the operation, maintenance, repair, reconstruction, replacement, enlargement or
<br />improvement of the Channel or by DISTRICT'S flood control operations, except claims arising from the
<br />concurrent active or sole negligence of DISTRICT and/or County, their officers, agents, employees and
<br />contractors.
<br />GRANTEE hereby agrees to indemnify, defend (with counsel approved in writing by DISTRICT), and hold
<br />harmless, DISTRICT and County, their elected and appointed officials, officers, agents, employees and
<br />contractors against any and all claims, losses, demands, damages, cost, expenses or liability for injury to any
<br />persons or property, arising out of the maintenance, use of or operations or activities conducted in, on, or
<br />over the Easement Area, and/or the exercise of the rights under this Easement Deed by GRANTEE, its
<br />agents, officers, employees, invitees or licensees (collectively "GRANTEE'S Activities"), except for
<br />liability arising out of the concurrent active or sole negligence of DISTRICT, and/or County, their elected
<br />and appointed officials, officers, agents, employees or contractors including the cost of defense of any
<br />lawsuit arising therefrom. If DISTRICT and/or County is/are named as co-defendant(s) in a lawsuit resulting
<br />from GRANTEE'S Activities in, on, over or about the Easement Area, GRANTEE shall notify Director of
<br />such fact and shall represent DISTRICT/County in such legal action. If judgment is entered against
<br />DISTRICT/County and GRANTEE by a court of competent jurisdiction because of the concurrent active
<br />negligence of DISTRICT/County and GRANTEE, DISTRICT and GRANTEE agree that liability will be
<br />apportioned as determined by the court. Neither party shall request a jury apportionment.
<br />GRANTEE acknowledges that it is familiar with the language and provisions of California Civil Code
<br />Section 1542 which provides as follows:
<br />A general release does not extend to claims which the creditor does not know or suspect
<br />to exist in his or her favor at the time of executing the release, which, if known by him
<br />or her must have materially affected his or her settlement with the debtor.
<br />GRANTEE, being aware of and understanding the terms of Section 1542, hereby waives all benefit of its
<br />provisions to the extent described in this section.
<br />6. GRANTEE'S LIABILITY FOR HAZARDOUS OR TOXIC MATERIALS (PMES8.2S)
<br />GRANTEE shall not cause or permit any "Hazardous Material," as hereinafter defined, to be brought upon,
<br />kept, or used in or about the Easement Area. If GRANTEE breaches the obligations stated herein, or if
<br />contamination of the Easement Area by Hazardous Material otherwise occurs for which GRANTEE is
<br />legally liable to DISTRICT for damage resulting therefrom, then GRANTEE shall indemnify, defend with
<br />counsel approved in writing by DISTRICT, and hold harmless, DISTRICT and/or County, and their elected
<br />or appointed officials, officers, agents, and employees from any and all claims, judgments, damages,
<br />penalties, fines, costs, liabilities, or losses (including, without limitation, diminution in value of the Easement
<br />Area, sums paid in settlement of claims, attorney fees, consultant fees, and expert witness fees) which arise
<br />during or after GRANTEE'S use of the Easement Area as a result of such contamination. This
<br />indemnification includes, without limitation, costs incurred by DISTRICT in connection with any
<br />investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any
<br />federal, state, or local governmental entity or agency because of Hazardous Material being present in the soil
<br />or ground water under the Easement Area. GRANTEE shall promptly take all action, at its sole cost and
<br />expense, as is necessary to clean, remove, and restore the Easement Area to its condition prior to the
<br />introduction of such Hazardous Material by GRANTEE, provided GRANTEE shall first have obtained
<br />Director's written approval and the approval of any necessary governmental entities or agencies for any such
<br />remedial action.
<br />Sewer Easement - OCFCD to City of Santa Ana
<br />10302012
<br />25C-8
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