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REV: 03-25-24 LF
<br />or legal papers receiving in connection with such claim, demand, lawsuit, or the like; (ii) the City
<br />shall not settle any such claim, demand, lawsuit, or the like without the prior written consent of
<br />Licensee; and (iii) the City shall fully cooperate with Licensee in the defense of the claim, demand,
<br />lawsuit, or the like
<br />12.7 Licensee shall require a contractor and/or subcontractor(s) to obtain and maintain
<br />substantially the same insurance as required of Licensee with limits commensurate with the work
<br />or service to be provided including the City as an additional insured as their interest may appear
<br />under this License. It is the responsibility of Licensee to assure compliance with this provision.
<br />Licensor accepts no responsibility arising from the conduct, or lack of conduct, of the contractor
<br />of subcontractor.
<br />12.8 Indemnification. To the fullest extent permitted by law, Licensee, jointly and
<br />severally, for itself, its successors, agents, contractors and employees, agrees to indemnify, defend
<br />(with counsel reasonably acceptable to City) and hold harmless City, its City Council, its officials,
<br />officers, employees, representatives, agents and volunteers and any successors to City’s interest
<br />from and against any and all claims, demands, losses, damages, liabilities, fines, penalties, charges,
<br />administrative and judicial proceedings and orders, judgments, remedial actions of any kind, all
<br />costs and cleanup actions of any kind, and all costs and expenses incurred in connection with any
<br />of the foregoing, including, without limitation, reasonable attorney’s fees and costs of defense
<br />(each, a “Loss” and collectively, the “Losses”) to the extent arising directly or indirectly from, in
<br />connection with or caused by Licensee’s performance of this License, and/or the installation,
<br />operation, removal and/or repair of the improvement and Communications Equipment thereunder
<br />including, but not limited to, the following: (a) a material breach of this License by Licensee; (b)
<br />a material breach of any representation or warranty of Licensee contained in this License; (c) any
<br />personal injury or death caused, directly or indirectly, by any act or omission of Licensee or its
<br />employees, sub-grantees, invitees, contractors, sub-contractors or agents (each of the forgoing
<br />“Licensee Personnel”) or by any structures of encroachments placed in, on the Property (including
<br />but not limited to the Licensed Area and Connection Area); (d) any loss of or damage to such
<br />Property caused, directly or indirectly, by any act or omission of Licensee or Licensee Personnel
<br />or by any structures of encroachments placed in, on the Property; (e) the use, misuse or failure of
<br />any equipment or facility used by Licensee, or by Licensee Personnel, regardless of whether such
<br />equipment or facility is furnished, rented, leased or loaned by or to Licensee; or (f) any tax, fee,
<br />assessment or other charge for which Licensee is responsible; provided, however, Licensee shall
<br />not indemnify City, its City Council, its officials, officers, employees, representatives, agents and
<br />volunteers and any successors to City's interest for losses arising from City's acts of gross
<br />negligence or willful misconduct. The foregoing indemnity shall include, without limitation,
<br />reasonable fees of attorneys, consultants and experts and related costs and City’s costs of
<br />investigating any claims against City. City shall not be responsible for any damages, losses, or
<br />liability of any kind occurring by reason of anything done or omitted to be done by City or by any
<br />third party, including, without limitation, damages, losses, or liability arising from the issuance by
<br />City of a permit or approval to any third party or any interruption in service. City shall not be
<br />liable for losses or delay damages resulting from Licensee’s failure to relocate or remove its
<br />Communications Equipment in the event of Force Majeure or event beyond the control of City.
<br />12.9 Duty to Defend; Notice of Loss. Licensee acknowledges and agrees that its
<br />obligation to defend the City under Section 12.3 is an immediate obligation, independent of its
<br />ATTY/AGR.2024.027/Verizon Wirelsss (License Agreement) (Page 18 of 46)
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