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DocuSign Envelope ID: 6F7FB189-1879-4940-BAF8-3D813E6BC39B <br />9. UTILITIES, MAINTENANCE AND JANITORIAL (SALirr1.8 N) <br />Licensor shall keep the License Area clean and in good repair during any time which County, or their <br />respective agents and employees, use the License Area at its sole cost and expense. At all other times, <br />Licensor shall keep the License Area clean and in good repair, at its sole cost and expense. Except as <br />otherwise expressly set forth in this License, Licensor shall be responsible for all costs relating to the <br />ownership, operation and maintenance of the License Area, including all charges for utilities. <br />10. ALTERATIONS (SALic-19 N) — intentionally omitted <br />11. OWNERSHIP OF IMPROVEMENTS (SALic-2.0 N) — intentionally omitted <br />12. OPERATIONAL REQUIREMENTS OF COUNTY (SALic-2.1 N) —intentionally omitted <br />13. INSURANCE (SALic-2.2 N) <br />Both County and Licensor are self -insured government entities, Licensor shall keep in force during the Term <br />and of this License such self-insurance covering the loss or damage to the License Area to the full insurable <br />value of the improvements located on the Building (including the full value of all improvements and fixtures <br />owned by Licensor) at least in the amount of the full replacement cost thereof, and in no event less than the <br />total amount required by any lender holding a security interest, as well as covering all injuries occurring <br />within the building and the License Area. <br />14. INDEMNIFICATION (SALic-2.3 N) <br />Licensor hereby agrees to indemnify, hold harmless, and defend County, its elected and appointed officials, <br />officers, agents, employees, and those special districts and agencies which the Board of Supervisors acts as the <br />governing board, with counsel approved by County, against any and all claims, loss, demands, damages, cost, <br />expenses or liability arising out of the ownership, maintenance, or use of the License Area, except for liability <br />arising out of the negligence of County, its elected and appointed officials, officers, agents, or employees, <br />including the cost of defense of any lawsuit arising therefrom. <br />County hereby agrees to indemnify, hold harmless, and defend Licensor, its elected and appointed officials, <br />officers, agents, and employees, against any and all claims, loss, demands, damages, cost, expenses or liability <br />arising out of the use of the License Area by County, except for liability arising out of the negligence of <br />Licensor, its elected and appointed officials, officers, agents, or employees, including the cost of defense of <br />any lawsuit arising therefrom. <br />In the event judgment is entered against County and Licensor because of the concurrent negligence of County <br />and Licensor, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be <br />made by a court of competent jurisdiction. Neither Party shall request a jury apportionment. <br />15. ASSIGNMENT AND SUBAGREEMENTS (SALic-2.4 N) <br />County has the right to assign or sublicense, so long as Licensor provides County with prior written consent <br />to assign or sublicense, which consent shall not be unreasonably delayed or withheld. <br />TT 5/72021 Page 4 of 12 420 N. Main Parking License <br />Health Care Agency Standard Acquisition License Form <br />