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REV: 03-25-24 LF other obligations hereunder; (b) applies to any Loss which actually or potentially fall within the scope of Section 12.3, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Licensee by the City and continues at all times thereafter. The City shall give Licensee prompt notice of any Loss under Section 12.3 and Licensee shall have the right to defend, settle and compromise any such Loss; provided, however, that the City shall have the right to retain its own counsel if representation of City by the counsel retained by Licensee would be inappropriate due to conflicts of interest between City and Licensee. City’s failure to notify Licensee promptly of any Loss shall not relieve Licensee of any liability to City pursuant to Section 12.3, unless such failure materially impairs Licensee’s ability to defend such Loss. Licensee shall seek City’s prior written consent to settle or compromise any Loss if Licensee contends that City shares in liability with respect thereto. 12.10 Assumption of Risk. Licensee shall assume all risk of damage to any and all other property of Licensee, or any property under the control or custody of Licensee while upon or near the Property incident to the use of the Property. Licensee releases City from any liability, including claims for damages or extra compensation, arising from construction delays due to any activities by City. Under no circumstances shall City be liable to Licensee for any loss of service downtime, lost revenue or profits or third-party damages. 12.11 Survival. Licensee’s obligations under this Section12 shall survive Termination of this License. 12.12 No Waiver. The failure of either party on one or more occasions to exercise a right or to require compliance or performance under this License or any other applicable state or federal law shall not be deemed to constitute a waiver of such right or a waiver of compliance or performance by such party nor to excuse the other party from complying or performing, unless such right or such compliance or performance has been waived in writing. Licensee hereby waives any and every claim which arises or which may arise in its favor and against Licensor hereto during the Term of this License or any extension or renewal thereof for any and all loss of, or damage to, any of its property located within or upon or constituting a part of the Property, to the extent that such loss or damage is recovered, or would have been covered, under an insurance policy or policies. Licensee shall have its insurance company issue any such insurance policy with a provision waiving such insurance company’s right of subrogation. 13.NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and shall be personally delivered or be given by first class certified or registered mail, return receipt requested, or sent by nationally recognized overnight carrier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered, to the following addresses: ATTY/AGR.2024.027/Verizon Wirelsss (License Agreement) (Page 19 of 46)