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REV: 10-28-2021 MI
<br />set forth in this section may be declared by the City (by providing written notice to
<br />Licensee after expiration of the 60-day period) to have become its sole and
<br />exclusive property, after which the City may utilize or dispose of the Equipment in
<br />any manner allowed by law. Alternatively, the City may elect to take title to the
<br />abandoned property, and Licensee shall submit to the City an instrument
<br />satisfactory to the City transferring to the City the ownership of such property. The
<br />provisions of this section shall survive the expiration or termination of this MLA.
<br />5.11.Risk of Loss. Licensee acknowledges and agrees that Licensee
<br />bears all risks of loss or damage of its Equipment and materials installed on
<br />Municipal Facilities or in the Public Way pursuant to this MLA from any cause
<br />including acts or omissions of any third parties be they invitees, trespassers or other
<br />persons, or caused or resulting from any storms, floods, fires, earthquakes, wars,
<br />civil disturbances, criminal acts or other events beyond the control of the Parties.
<br />The City does not warrant, guarantee, or insure the uninterrupted use of such
<br />Municipal Facilities by Licensee, and the City shall not be liable for any cost of
<br />repair to damaged Equipment, including, without limitation, damage caused by the
<br />City’s removal of the Equipment, except to the extent that such loss or damage was
<br />caused by the willful misconduct or gross negligence of the City, including, without
<br />limitation, each of its elected officials, department directors, managers, officers,
<br />agents, employees, and contractors, subject to the limitation of liability provided in
<br />Section 6.2 below
<br />5.12.Inspection. City may conduct inspections of Equipment on
<br />Municipal Facilities. Except in circumstances where City has special reason to be
<br />concerned about potential violations or in case of an emergency, City will give
<br />Licensee thirty (30) days’ prior written notice of such inspections and Licensee
<br />shall have the right to be present at and observe any such inspections. Licensee shall
<br />pay City for its reasonable costs for safety inspections performed for the purpose
<br />of determining if a safety violation of which City has provided notice to Licensee
<br />has been corrected by Licensee.
<br />5.13. Access. Prior to Licensee accessing its Equipment for non-
<br />emergency purposes, Licensee shall provide notice to City at least twenty-four (24)
<br />hours in advance. In the event of an emergency at any time, Licensee will, if time
<br />permits, attempt to provide prior telephonic notice to the City at the following
<br />telephone number: (650) 780-7464.
<br />6.INDEMNIFICATION AND WAIVER. Licensee will indemnify, defend,
<br />protect, and hold harmless the City, its councilmembers, commissioners, officers,
<br />employees, agents, and contractors, from and against liability, claims, demands, losses,
<br />including pole warranty invalidation, damages, fines, charges, penalties, administrative and
<br />judicial proceedings and orders, judgments, and all costs and expenses incurred in
<br />connection therewith, including reasonable attorneys’ fees and costs of defense
<br />(collectively, the “Losses”) arising from, resulting from, or caused by Licensee’s activities
<br />undertaken pursuant to this MLA including activities undertaken by its employees, officers,
<br />agents and contractors, except those Losses arising from or caused by the gross negligence
<br />or willful misconduct of the City, its councilmembers, commissioners, officers, employees,
<br />ATTY/AGR.2021.273/ExteNet Systems (Page 12 of 28)
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