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<br />6 INDEMNIFICATION AND WAIVER. NextG agrees to indemnify, defend, protect, and hold harmless the
<br />City, its council members, officers, and employees from and against any and all claims, demands, losses,
<br />damages, liabilities, fines, charges, penalties, administrative and judicial proceedings and orders,
<br />judgments, and all costs and expenses incurred in connection therewith, including reasonable attorney's
<br />fees and costs of defense (collectively, the "Losses") directly or proximately resulting from NextG's
<br />activities undertaken pursuant to this Use Agreement, except to the extent arising from or caused by the
<br />sole negligence or sole willful misconduct of the City, its council members, officers, employees, agents,
<br />or contractors.
<br />
<br />6.1 Waiver of Claims. NextG waives any and all claims, demands, causes of action, and rights it
<br />may assert against the City on account of any loss, damage, or injury to any Equipment or any
<br />loss or degradation of the Services as a result of any event or occurrence which is beyond the
<br />reasonable control of the City.
<br />
<br />6.2 Limitation of City's Liability. The City shall be liable only for the cost of repair to damaged
<br />Equipment arising from the sole negligence or sole willful misconduct of City, its employees,
<br />agents, or contractors and shall in no event be liable to indirect or consequential damages. City's
<br />total liability under this Use Agreement shall be limited to the annual aggregate (Municipal
<br />Facilities Annual Fee and Right-of-Way Fee) fees paid by NextG to the City in the year under
<br />which such liability arises.
<br />
<br />7 SECURITY AND BOND. In order to secure its performance of its obligations under this Use Agreement,
<br />NextG agrees to provide for the following security instruments to the City:
<br />
<br />7.1 Construction Period Performance Bond. Prior to the commencement of any work under this
<br />Use Agreement, NextG shall provide a construction performance bond running to the City,
<br />substantially in the form attached hereto at Exhibit B, in the penal sum of Two Thousand Five
<br />Dollars ($2,500.00) for each Municipal Facility upon which Equipment is to been installed
<br />pursuant to § 5 this Use Agreement (the "Construction Bond"), conditioned upon the faithful
<br />performance of NextG of all the terms and conditions of this Use Agreement and upon the
<br />further condition that, in the event that NextG shall fail to comply with any law, ordinance, rule,
<br />or regulation governing this Use Agreement, there shall be recoverable jointly and severally from
<br />the principal and surety of the bond any damage or loss suffered by the City as a result, including
<br />the full amount of any compensation, indemnification, or costs of removal or abandonment of
<br />property of NextG, plus costs and reasonable attorney's fees up to the full amount of the
<br />Construction Bond. The City may require NextG to increase the amount of the Construction
<br />Bond if the City concludes that it is necessary to do so based upon the amount of construction in
<br />the Public Rights-of-Way being performed by NextG, or based upon the harm being caused by
<br />NextG to Public Rights-of-Way or Municipal Facilities. NextG agrees to keep the Construction
<br />Bond in place until the City has signed off on completion of the Network construction permitted
<br />by § 5 and until the Construction Bond has been replaced by a Performance Bond, as specified in
<br />§ 7.2 below.
<br />
<br />7.2 Continuing Faithful Performance Bond. Following the completion of the construction of the
<br />Network permitted by § 5 and until such time as NextG has liquidated all of its obligations with
<br />the City, NextG shall file with the Clerk of the City and maintain throughout the Term of this Use
<br />Agreement a faithful performance bond running to the City (the "Performance Bond"),
<br />substantially in the form attached hereto as Exhibit B, in an amount to be negotiated in good
<br />faith by the parties upon the first installation of equipment, with the understanding that the bond
<br />amount will be adjusted upwards if and when additional equipment is installed, and conditioned
<br />upon the faithful performance of NextG of all the terms and conditions of this Use Agreement
<br />
<br />Right-of-Way Use Agreement
<br />City of Redwood City:: NextG Networks ofCaIiJornia, Inc.
<br />page 10 of15
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