ORANGE, COUNTY OF (REGISTRAR OF VOTERS) (14)

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with counsel approved by County,in such legal action unless County undertakes to represent itself as co-defendant in such legal action, in which event Licensor shall pay to County its litigation costs, expenses and attorneys' fees. b. County hereby agrees to indemnify, hold harmless, and defend Licensor, its officers, agents, and employees, against any and all claims, loss, demands, damages,cost, expenses or liability arising out of the use of the License Area by County, except for liability arising out of the negligence of Licensor, its officers, agents, or employees, including the cost of defense of any Iawsuit arising therefrom. In the event Licensor is named as co-defendant, County shall notify Licensor of such fact and shall represent Licensor, with counsel approved by Licensor, in such legal action unless Licensor undertakes to represent itself as co-defendant in such legal action, in which event County shall pay to Licensor its litigation costs, expenses and attorneys' fees. c. In the event judgment is entered against County and Licensor because of the concurrent active negligence of County and Licensor, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither Party shall request a jury apportionment. d. The provisions of this Section shall survive the termination or expiration of this License. 14. ASSIGNMENT AND SUBAGREEMENTS (SALic-2.4 N) Any assignment of this License or sublicenses under this License require the prior written approval of Licensor,which approval will not be unreasonable withheld, conditioned or delayed. 15.EMPLOYMENT (N) No County employee shall be considered as an employee of the Licensor under the jurisdiction of Licensor, nor shall such County employees have any Licensor pension, civil service, or other status while an employee of County. County shall have no authority to contract on behalf of Licensor. It is expressly understood and agreed by both Parties hereto that County,while engaged in carrying out and complying with any terms of this License, is not acting as an agent, officer, or employee of Licensor. 16. SIGNS (SALic-2.7 S) Licensor agrees to allow County to install and maintain any sign or display upon or in front of the License Area and/or property. Such signage shall comply with. all applicable laws and zoning and site plan requirements and be consistent with Licensor signage on the property upon which the License Area is located. 17. ELECTIONEERING No electioneering, is permitted within 100 feet of the Official Ballot Drop Box during the Election Period. Licensor agrees that County and its staff may take steps they deem reasonably necessary to stop or prevent such electioneering. Licensor,its officers, agents, and employees will refrain from erecting or permitting any sign, display, or other demonstration that may have the effect of influencing or intimidating voters during the Election Period. County may take the steps they deem reasonably necessary to obscure or remove any such sign, display, or other demonstration.For purposes of this section,"electioneering"means the visible display Orange County 4 Rent Free Acquisition License Registrar of Voters License Number LA-262 CITY OF SANTA ANA