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11/07/2016
<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 /> vii. Obey all traffic and pedestrian control signals and signs.
<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 /> 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
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<br /> ATTY/RESO.0104/CC RESO STARSHIP TECHNOLOGIES RESO.NO.15535
<br /> REV:11-02-16 JS MUFF NO.604
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