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Page 4 of 8
<br />ATTY/RESO.0104/ CC RESO STARSHIP TECHNOLOGIES
<br />REV: 11-02-16 JS
<br />2. If the Operator is unable to assume control of the device,
<br />causes the PDD to safely come to an off-roadway stop; and
<br />
<br />vii. Obey all traffic and pedestrian control signals and signs.
<br />
<br />D. In the case of a technology failure or other circumstances that cause the
<br />PDD to come to a stop in a location other than property owned or leased by Permittee,
<br />the Permittee shall remove the PDD within 12 hours.
<br />
<br />E. Indemnity. Permittee agrees to defend, reimburse, indemnify, and hold City
<br />and its City Council, officers, officials, employees, contractors, agents and
<br />representatives (all of the foregoing collectively “Indemnitees”) harmless from and
<br />against all actual and alleged liability, loss, cost, claims, demands, causes of action, suits,
<br />legal or administrative proceedings, penalty, deficiency, fine, damage and expense (all of
<br />the foregoing collectively “Claims”) resulting from or arising in connection with work, use,
<br />or activities performed by Permittee pursuant to this Permit (including without limitation,
<br />any Claims related to death or injury of any person), whether such work, use, or activities
<br />are performed by the person or property of Permittee, its PDDs, officers, directors,
<br />members, employees, agents, consultants, contractors or subcontractors (collectively,
<br />“Agents”), its invitees, guests or business visitors (collectively, “Invitees”), or third
<br />persons related to the work, use or activities contemplated by this Permit; Claims resulting
<br />from or arising in connection with the failure of Permittee, Permittee’s Agents, or
<br />Permittee’s Invitees to perform work under this Permit or comply with the terms and
<br />conditions of this Permit; Claims resulting from or arising in connection with the use of
<br />any sidewalks, crosswalks and Public Thoroughfares or the improvements located
<br />thereon by Permittee or Permittee’s Agents or Invitees; or Claims arising as a result of or
<br />in connection with any release of any Hazardous Material in, on, under or about the
<br />Property by Permittee, or Permittee’s Agents or Invitees, or any other violation of any
<br />Environmental Law by Permittee or Permittee’s Agents or Invitees. In addition to
<br />Permittee's obligation to indemnify City, Permittee specifically acknowledges and agrees
<br />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
<br />may be groundless, fraudulent or false, which obligation arises at the time such claim is
<br />tendered to Permittee by City and continues at all times thereafter. Permittee’s
<br />indemnification obligations under this Permit do not apply to any Claims caused solely by
<br />the gross negligence or willful misconduct of any of the Indemnitees. Permittee’s
<br />preceding indemnification obligations shall survive the expiration or earlier termination of
<br />this Permit. The foregoing indemnity shall include, without limitation, reasonable
<br />attorneys', experts’ and consultants' fees and costs, investigation and remediation costs
<br />and all other reasonable costs and expenses incurred by the Indemnified Parties.
<br />Permittee's obligations under this Section shall survive the expiration or other termination
<br />of this Permit. City and City Indemnified Parties shall have no liability to Permittee or any
<br />Permittee Party as the result of damage or loss to property or injury or death to any such
<br />person arising on any sidewalk, crosswalk, or Public Thoroughfare or out of the work, use
<br />or activities conducted on any sidewalk, crosswalk, or Public Thoroughfare, except for
<br />6.3.A. - Page 7
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