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13. INDEMNIFICATION (SALic-2.3 S)
<br />a. Licensor hereby agrees to indemnify, hold harmless, and defend County, its officers, agents, and
<br />employees, with counsel approved by County, against any and all claims, loss, demands, damages,
<br />cost, expenses or liability arising out of the ownership, maintenance, or use of the License Area by
<br />Licensor, except for liability arising out of the sole negligence of County, its officers, agents, or
<br />employees, including the cost of defense of any lawsuit arising therefrom. In the event County is
<br />named as co-defendant, Licensor shall notify County of such fact and shall represent County, with
<br />counsel approved by County, in such legal action unless County undertakes to represent itself as
<br />co-defendant in such legal action, in which event Licensor shall pay to County its litigation costs,
<br />expenses and attorneys' fees.
<br />b. County hereby agrees to indemnify, hold harmless, and defend Licensor, its officers, agents, and
<br />employees, against any and all claims, loss, demands, damages, cost, expenses or liability arising
<br />out of the use of the License Area by County, except for liability arising out of the negligence of
<br />Licensor, its officers, agents, or employees, including the cost of defense of any lawsuit arising
<br />therefrom. In the event Licensor is named as co-defendant, County shall notify Licensor of such
<br />fact and shall represent Licensor, with counsel approved by Licensor, in such legal action unless
<br />Licensor undertakes to represent itself as co-defendant in such legal action, in which event County
<br />shall pay to Licensor its litigation costs, expenses and attorneys' fees.
<br />c. In the event judgment is entered against County and Licensor because of the concurrent active
<br />negligence of County and Licensor, their officers, agents, or employees, an apportionment of
<br />liability to pay such judgment shall be made by a court of competent jurisdiction. Neither Party
<br />shall request a jury apportionment.
<br />d. The provisions of this Section shall survive the termination or expiration of this License.
<br />14. ASSIGNMENT AND SUBAGREEMENTS (SALic-2.4 N)
<br />Any assignment of this License or sublicenses under this License require the prior written approval of Licensor,
<br />which approval will not be unreasonable withheld, conditioned or delayed.
<br />15. EMPLOYMENT (N)
<br />No County employee shall be considered as an employee of the Licensor under the jurisdiction of Licensor,
<br />nor shall such County employees have any Licensor pension, civil service, or other status while an employee
<br />of County.
<br />County shall have no authority to contract on behalf of Licensor. It is expressly understood and agreed by
<br />both Parties hereto that County, while engaged in carrying out and complying with any terms of this License,
<br />is not acting as an agent, officer, or employee of Licensor.
<br />Orange County 4 Rent Free Acquisition License
<br />Registrar of Voters
<br />License Number - 217
<br />CITY OF SANTA ANA
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