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<br /> 5. I D- S
<br /> Materials that will be disturbed by Licensee's permitted use. Licensee shall indemnify, defend, protect, and hold harmless Licensor
<br /> with respect to any losses, claims, damages, penalties, costs, and liabilities (including attorneys and consultants' fees and costs)
<br /> arising from any breach of this provision. "Hazardous Materials" shall mean any substance deemed to be hazardous, toxic or
<br /> dangerous in any Hazardous Waste Law, and shall include petroleum. "Hazardous Waste Laws" shall mean all applicable federal,
<br /> state, or local laws or regulations governing Hazardous Materials.
<br /> 12. FORCE MAJEURE. Licensor and Licensor's agents shall not be liable or responsible to Licensee, and Licensee hereby
<br /> waives any claim for, any loss or damage to any property or person occasioned by theft, fire, act of God, public enemy, injunction, riot,
<br /> strike, insurrection, war, court order, requisition or o,I,er order of governmental body or authority, or for any damage or inconvenience
<br /> which may arise through maintenance, repair or altel3tion of any part of the Building, or failure to make any such repairs. Licensee
<br /> also agrees that Licensor shall not be liable for damal:i'!l to Licensee's Site Equipment or for theft, misappropriation, or loss thereof,
<br /> unless due to Licensor's gross negligence or willful misconduct.
<br /> 13. FIRE AND OTHER CASUALTY. If the Premises, through no fault or neglect of Licensee, its agents, employees or
<br /> contractors, shall be partially destroyed by fire or other casualty so as to render the Premises unusable, the Annual License Fee
<br /> provided for herein shall abate thereafter until such time as the Premises are made usable as determined by Licensor. In the event of
<br /> total destruction of the Premises without fault or neglect of Licensee, its agents, employees or contractors, this Agreement shall
<br /> terminate. Nothing herein shall be construed to require Licensor to rebuild the Premises, but if Licensor elects not to rebuild, this
<br /> Agreement shall terminate as of the date of such destruction.
<br /> 14. LIENS. Licensee shall be responsible for the satisfaction or payment for any provider of work, labor, material, or
<br /> services claiming by, through or under Licensee. Licensee shall also indemnify, protect, hold harmless and defend Licensor from and
<br /> against any such liens, including the reasonable fees of Licensor's attorneys. Such liens shall be discharged by Licensee within ten
<br /> (10) days after filing thereof by bonding, payment, or otherwise, provided that Licensee may contest, in good faith and by appropriate
<br /> proceedings, any such liens. The provisions of this paragraph shall survive termination of this Agreement.
<br /> 15. SUBORDINATION. Licensee accepts this Agreement subject and subordinate to any mortgage, deed of trust or
<br /> other lien presently existing or hereafter arising upon the Land or the Building and to any renewals, modifications, consolidations,
<br /> refinancing, and extensions thereof. This provision is hereby declared self-operative and no further instrument shall be required to
<br /> effect such subordination of this Agreement.
<br /> 16. INSURANCE. Licensee, at Licensee's sole cost and expense, shall procure and maintain a policy of comprehensive
<br /> commercial general liability insurance issued by a company acceptable to Licensor, and licensed to do business within the state where
<br /> the Building is located insuring Licensee and Licensor with a combined single limit of at least three million dollars ($3,000,000.00) per
<br /> occurrence for injury, death. and property damage. Licensee shall maintain all risk property insurance on its Site Equipment in
<br /> sufficient amounts to cover any loss thereof. Licensee's insurance shall be primary insurance as far as Licensor and Licensee are
<br /> concerned, with any other insurance maintained by Licensee being excess and non-contributing with the insurance of Licensee
<br /> required hereunder and providing coverage for the contractual liability of Licensee to indemnify Licensor pursuant to Paragraph 18
<br /> below. Licensee shall name Licensor as an additional insured on the Licensee's policy. Licensee shall provide to Licensor a
<br /> certificate of insurance evidencing the coverage required by this paragraph prior to commencement of construction. Licensee shall
<br /> also maintain in force all required worker's compensation and other similar insurance pursuant to all applicable state and local
<br /> statutes. Note: The City of Redwood City participates in the Bay Cities Joint Powers Insurance Authority and shall provide all
<br /> insurance required of Licensee in this paragraph #16 through said Authority.
<br /> 17. WAIVER OF SUBROGATION. Licensor and Licensee release each other and their respective principals,
<br /> employees, representatives, and agents from any claims for damage to any person or to the Premises or to the Site Equipment
<br /> thereon caused by, or that result from, risks insured against under this Agreement pursuant to insurance policies carried by the parties
<br /> and in force at the time of any such damage. Licensor and Licensee shall cause each insurance policy obtained by them to provide
<br /> that the insurance company waives all right of recovery by way of subrogation against the other in connection with any damage
<br /> covered by any policy.
<br /> 18. HOLD HARMLESS/INDEMNIFICATION. Licensee shall indemnify, defend, protect, and hold Licensor, and its
<br /> partners, directors, officers, employees, representatives, and agents ("Licensor's Agents") harmless from and against any and all
<br /> liability, damage, loss, cost, expense, claim, alleged claim or cause of action (including reasonable attorney's fees, costs, and
<br /> expenses of defending against such claims) of any nature arising out of or in connection with (A) the use, operation, maintenance,
<br /> repair, or replacement of Site Equipment and materials on the Premises by Licensee or Licensee's agents, assigns, employees,
<br /> contractors, sub-contractors ("Licensees Agents"), or (B) any work performed by or required to be performed by Licensee or
<br /> Licensee's Agents under this Agreement, (C) the acts or omissions of Licensee or Licensee's Agents, or (d) Licensee's failure to
<br /> comply with the terms of this Agreement.
<br /> Licensee agrees that Licensor and Licensor's Agents shall have no liability to Licensee or anyone claiming under or through Licensee
<br /> for any injury, inconvenience, loss, cost, expense, or damage: (i) caused by failure of equipment, or the malfunctioning or interruption
<br /> of any service, utility, facility, or installation supplied by LicQnsor or l.,icllnsor's Agents and (ii) for the making of any alteration of or
<br /> improvement or repair to the Premises, whether required by any governmental agency, or due to casualty, or for any other reason,
<br /> provided that, in the case of such alteration, improvement or repair, Licensor has exercised due care to avoid or minimize any such
<br /> injury, inconvenience, or loss, or damage.
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