|
9. Indemnity and Release.
<br />a. Indemnity. Licensee agrees to indemnify, save harmless, and defend
<br />City, its elected officials, agents and employees, from all claims, lawsuits, liens, costs,
<br />including reasonable attorney fees, losses, or damages (collectively, "Claims"),
<br />brought against City and caused by or resulting from a negligent act, error, omission,
<br />or willful misconduct by Licensee or Licensee's employees, contractors or agents.
<br />b. Release. Licensee hereby releases, relinquishes, and discharges the
<br />City, its officers, agents, and employees from all Claims, caused by or alleged to be
<br />caused by, arising out of, or in connection with the City's rights in, use or maintenance
<br />of the Right -of -Way and the performance of any maintenance, construction,
<br />reconstruction, repair, relocation, expansion, or removal of any of City's facilities on,
<br />above or under the Right -of -Way. This release shall apply regardless of whether said
<br />claims, demands, and causes of action are covered in whole or in part by insurance,
<br />and in the event of injury, death, property damage, or loss suffered by the Licensee,
<br />any subcontractor, or any person or organization directly or indirectly employed by
<br />any of them. This release shall apply regardless of whether such injury, death, loss,
<br />or damage was caused in whole or in part by the negligence of the City.
<br />10. Representations and Warranties; Disclaimers.
<br />a. By Licensee. Licensee represents, warrants, and covenants that it is in
<br />compliance with, and during the Term shall comply with, all statutes, ordinances,
<br />regulations, and requirements of all governmental entities applicable to its provision of the
<br />SMD Services under this Agreement. If any license, permit, or other governmental
<br />authorization is required for Licensee's lawful use or occupancy of Right of Way or any
<br />portion thereof, Licensee shall procure and maintain such license, permit, and/or
<br />governmental authorization (a "Permit") throughout the Term. City shall reasonably
<br />cooperate with Licensee, at no additional cost to City, such that Licensee can properly
<br />comply with this section, including, without limitation, by facilitating Licensee's
<br />procurement and maintenance of any Permit, subject to requirements of applicable
<br />ordinances. Licensee further represents, warrants, and covenants that (a) it has the full right,
<br />power and authority to enter into this Agreement and to perform the acts required by it
<br />hereunder, and (b) the execution of this Agreement and performance by City of its
<br />obligations hereunder do not and shall not violate any agreement to which Licensee is
<br />otherwise bound.
<br />b. By City. City represents, warrants, and covenants that (a) it has the full
<br />right, power and authority to enter into this Agreement and to perform the acts required by
<br />it hereunder, and (b) the execution of this Agreement and performance by City of its
<br />obligations hereunder do not and shall not violate any agreement to which City is otherwise
<br />bound.
<br />C. Disclaimers. EXCEPT AS OTHERWISE PROVIDED IN THIS
<br />AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR
<br />
|