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10. Sis�ns. Other than signs for the transition team, Sheriffs Office sign, and construction
<br /> and directional signs, COUNTY shall not place, erect or maintain any sign, advertisement,
<br /> banner or similar object in, on, or about the License Area without CITY's prior written consent,
<br /> which CITY may withhold in its sole discretion.
<br /> 71. Surrender. Upon the expiration or earlier termination of this License or within ten (10)
<br /> days after any sooner revocation or termination of this License, COUNTY shall surrender the
<br /> License Area in the same or better condition as received. At such time, COUNTY shall remove
<br /> all of its property from the License Area and any signs and, upon CITY's request, other
<br /> structures or improvements permitted hereunder, and shall repair, at its cost, any damage to the
<br /> License Area caused by such removal. COUNTY's obligations under this Section shall survive
<br /> any termination of this License.
<br /> 12. Reaair of Damaae. If any portion of the License Area or any personal property of CITY
<br /> located on or about the License Area is damaged or threatened by any of the activities
<br /> conducted by COUNTY or anyone acting by or through COUNTY hereunder, COUNTY shall
<br /> immediately, at its sole cost, notify CITY by facsimile or electronic mail of such damage or
<br /> threat. CITY may, but shall not be obligated, to remedy such damage or threat at COUNTY's
<br /> sole cost, or CITY may elect to witness COUNTY's repair work. In the event CITY elects not to
<br /> remedy such damage or threat, COUNTY shall repair any and all such damage and restore the
<br /> License Area or property to its previous condition subject to CITY's inspection, review and
<br /> approval. CITY has no responsibility or liability of any kind with respect to any utilities that may
<br /> be on, in or under the License Area.
<br /> 13. No Costs to CITY. COUNTY shall bear all costs or expenses of any kind or nature in
<br /> connection with its use of the License Area, and shall keep the License Area free and clear of
<br /> any liens or claims of lien arising out of or in any way connected with its use of the License
<br /> Area.
<br /> 14. Indemnitv. COUNTY shall indemnify, defend, reimburse and hold harmless CITY, its
<br /> officers, agents, employees and contractors, and each of them ("Indemnified Parties"), from
<br /> and against any and all demands, claims, legal or administrative proceedings, losses, costs,
<br /> penalties, fines, liens, judgments, damages and liabilities of any kind ("Claims"), arising in any
<br /> manner out of (a) any injury to or death of any person or damage to or destruction of any
<br /> property occurring in, on or about the City Property, or any part thereof, whether such injury,
<br /> death, damage or destruction is caused by the person or property of COUNTY, its officers,
<br /> directors, members, employees, agents, consultants, contractors or subcontractors (collectively,
<br /> "Agents"), its invitees, guests or business visitors (collectively, "Invitees"), or third persons,
<br /> relating to any use or activity under this License, (b) any failure by COUN7Y to faithfully observe
<br /> or perform any of the terms, covenants or conditions of this License, (c) the use of the License
<br /> Area or any activities conducted thereon by COUNTY, its Agents or Invitees, (d) any release or
<br /> discharge, or threatened release or discharge, of any Hazardous Material caused or allowed by
<br /> COUNTY, its Agents or Invitees, on, in, under or about the City Property, any improvements or
<br /> into the environment, or (e) any failure by COUNTY to faithfully observe or perform any terms,
<br /> covenants or conditions of this License; except solely to the extent of Claims resulting directly
<br /> from the sole negligence or willful misconduct of CITY or CITY's authorized representatives. In
<br /> addition to COUNTY's obligation to indemnify C�TY, COUNTY specifically acknowledges and
<br /> agrees that it has an immediate and independent obligation to defend the CITY from any claim
<br /> that actually or potentially falls within this indemnity provision even if such allegation is or may
<br /> be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to
<br /> COUNTY by CITY and continues at all times thereafter. The foregoing indemnity shall include,
<br /> ATTY/AGR/2012.008/COUNTY JAIL CEMEX SITE LICENSE AGREEMENT
<br /> REV:03-12-12 VR
<br /> Page 7 of 17
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