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REV: 04-01-24 SK
<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 Temporary License. It is the responsibility of Licensee to assure compliance with this
<br />provision. Licensor accepts no responsibility arising from the conduct, or lack of conduct, of the
<br />contractor 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 Temporary License, and/or the
<br />installation, operation, removal and/or repair of the improvement and Communications Equipment
<br />thereunder including, but not limited to, the following: (a) a material breach of this Temporary
<br />License by Licensee; (b) a material breach of any representation or warranty of Licensee contained
<br />in this License; (c) any personal injury or death caused, directly or indirectly, by any act or
<br />omission of Licensee or its employees, sub-grantees, invitees, contractors, sub-contractors or
<br />agents (each of the forgoing “Licensee Personnel”) or by any structures of encroachments placed
<br />in, on the Property (including but not limited to the Licensed Area and Connection Area); (d) any
<br />loss of or damage to such Property caused, directly or indirectly, by any act or omission of Licensee
<br />or Licensee Personnel or by any structures of encroachments placed in, on the Property; (e) the
<br />use, misuse or failure of any equipment or facility used by Licensee, or by Licensee Personnel,
<br />regardless of whether such equipment or facility is furnished, rented, leased or loaned by or to
<br />Licensee; or (f) any tax, fee, assessment or other charge for which Licensee is responsible;
<br />provided, however, Licensee shall not indemnify City, its City Council, its officials, officers,
<br />employees, representatives, agents and volunteers and any successors to City's interest for losses
<br />arising from City's acts of gross negligence or willful misconduct. The foregoing indemnity shall
<br />include, without limitation, reasonable fees of attorneys, consultants and experts and related costs
<br />and City’s costs of investigating any claims against City. City shall not be responsible for any
<br />damages, losses, or liability of any kind occurring by reason of anything done or omitted to be
<br />done by City or by any third party, including, without limitation, damages, losses, or liability
<br />arising from the issuance by City of a permit or approval to any third party or any interruption in
<br />service. City shall not be liable for losses or delay damages resulting from Licensee’s failure to
<br />relocate or remove its Communications Equipment in the event of Force Majeure or event beyond
<br />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 />other obligations hereunder; (b) applies to any Loss which actually or potentially fall within the
<br />scope of Section 12.3, regardless of whether the allegations asserted in connection with such Loss
<br />are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to
<br />Licensee by the City and continues at all times thereafter. The City shall give Licensee prompt
<br />ATTY/AGR.2024.045/Verizon Wireless (Temporary Wireless Communication Site) (Page 17 of 31)
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