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its sole expense, maintain all access roadways from the nearest public roadway to the Premises in
<br />a manner sufficient to allow reasonable access to the Premises by LESSOR. Except in cases of
<br />emergency, LESSEE agrees to provide twenty -four (24) hours notice to LESSOR before any
<br />installation, maintenance, replacement or repair is to take place on the Premises. In the event that
<br />maintenance to LESSEE's Facilities that is the sole responsibility of LESSEE hereunder is
<br />required, such as the repainting of LESSEE's Facilities, such maintenance must be completed by
<br />LESSEE within thirty (30) days after LESSEE's receipt of LESSOR's written notice unless the
<br />nature of the maintenance, replacement or repair is of such a nature that greater than thirty (30)
<br />days may be needed to complete such work, in which event LESSOR hereby grants to LESSEE
<br />such additional time as may be reasonably necessary to complete the work.
<br />11. INDEMNIFICATION.
<br />A. LESSEE's Indemnity. LESSEE shall indemnify, defend and hold
<br />LESSOR, its officers, employees, successors and assigns harmless from and against any and all
<br />loss, cost, claim, liability ( "Claims ") occurring on the Premises to the extent arising out of or
<br />connected with the negligence or willful misconduct of LESSEE, its officers, agents, employees,
<br />or contractors except for Claims to the extent arising out of (i) the negligence or willful
<br />misconduct of LESSOR, its officers, agents, employees, successors, assigns, or contractors;
<br />(ii) violation of law by LESSOR, its officers, agents, employees, or contractors; (iii) the breach of
<br />any duty or obligation by LESSOR under this Agreement; or (iv) any condition relating to the
<br />Premises which LESSEE has no obligation to repair or maintain.
<br />B. LESSOR's Indemnity. LESSOR shall indemnify, defend and hold
<br />LESSEE, its officers, employees, successors and assigns harmless from and against any and all
<br />Claims occurring on the Property to the extent arising out of or connected with the negligence or
<br />willful misconduct of LESSOR, its officers, agents, employees, or contractors, including, but not
<br />limited to City Business as defined in Section 17 below, except for Claims arising out of (i) the
<br />negligence or willful misconduct of LESSEE, its officers, agents, employees, or contractors;
<br />(ii) violation of law by LESSEE, its officers, agents, employees, or contractors; (iii) the breach of
<br />any duty or obligation by LESSEE under this Agreement; or (iv) any condition relating to the
<br />Premises which LESSOR has no obligation to repair or maintain.
<br />C. Limitation of Liability. Except for indemnification set forth herein,
<br />neither party shall be liable to the other, or any of their respective agents, representatives,
<br />employees for any lost revenue, lost profits, loss of technology, rights or services, incidental,
<br />punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of
<br />service, even if advised of the possibility of such damages, whether under theory of contract, tort
<br />(including negligence), strict liability or otherwise.
<br />12. INSURANCE.
<br />A. In accordance with the provisions of Section 3300 of the Labor Code, if
<br />LESSEE has any employees it is required to be insured against liability for worker's
<br />compensation or to undertake self-insurance. Prior to commencing performance of this
<br />Agreement, LESSEE agrees to obtain and maintain employer's liability insurance with limits of
<br />$1,000,000 per accident. If LESSEE has no employees, nor workers' compensation coverage, it
<br />must execute aDeclaration available from LESSOR, and update as is necessary.
<br />45022333.1
<br />Jerome Park
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